XMen: Cerebro Files
by MarvelUZero
Summary: A new look on the X-Men as they begin their journey from Xavier Institute students to world-renown superheroes.
1. Authors Notes

**Author's Notes**

I know you'll probably just skip this to get to the story, but those of you who will actually read it will get a small portion of my own mind.

I've always wanted to do some kind of fan tribute to X-Men. I wrote several fanfics I never published because they weren't good enough. Then, I decided, hey, why not make a movie? I wrote a script and debated how to create it (Animation, Live-action, or 3D Animation).

By the time I finished the script, I thought to myself: Why not just turn this into a fanfic. So the Zero X-Men were born.

I chose Zero because it's absolute. It's actually the beginning of everything.

As I wrote a few chapters of Cerebro Files, I wondered: What about the others of the Marvel Universe?

Zero Universe was born. I decided to make stories of my favorite Marvel characters and tie all the stories together.

So, now I leave you to enjoy the Zero Universe.

**_Disclaimer_**

_X-Men, Avengers, Fantastic Four, Spider-Man all belong to Marvel. I am simply retooling a story and delivering it to you as a fellow fan._


	2. X Men

The sun was setting beautifully behind the row of houses that made up the small community. The grasses were freshly manicured and emerald green. Two girls ran around playing tag; one had red hair, the other had brown. The red-haired girl noticed the shiny red ball gleaming in the grass.

"Annie!" she called to the brown-haired girl. "Let's play catch!"

Annie ran to her friend as she picked up the ball. They tossed it back and forth for a few minutes before a woman stuck her head out of the door.

"Girls, come in and get cleaned up for lunch," she called them.

The red-haired girl replied, "Okay, Mommy," as she gave the ball one last toss.

The ball flew through Annie's hands over her head and bounced across the street.

"I'll get it," Annie said as she began to run across the street.

A car sped around the corner, the driver was intoxicated. The red-haired girl heard the screeching tires and turned away from the steps to look at her friend.

"ANNIE!" she screamed.

But it was too late.

CRASH!

The car collided with the young girl and continued to drive.

* * *

Jean Grey woke up from her nightmare. She's sixteen and living in a totally different environment. She clutched her heart as she pants and tears roll down her cheeks. Her room was nearly pitch black, but a small light could be seen through her curtains, signaling dawn.

_Jean_, a voice said in her head. _Is everything okay?_

Jean took a moment to collect her thought before replying in the same manner the question arrived.

_Yes, Professor, Everything's fine_.

She slid out of bed and flicked on her lamp, granting a decent amount of light into the room. She walked quickly to her closet and pulled out a soft pink bathrobe and her toiletry bag. She slid it on and grabbed the towel hanging on the doorknob before pulling the door open.

Her walk to the bathroom wasn't long, but it did give her unwanted time to think about her dream. That was until she noticed she wasn't alone in the hall. She had assumed all the other students were asleep, but she was wrong.

Standing in front of her was Scott Summers, the handsomest boy she had ever seen. He had perfect brown hair and he was a few inches taller than Jean, something she liked, but she had never seen his eyes for they were covered by red sunglasses. They both stared at each other for a while. Although she was telepathic, she never really wanted to listen to Scott's mind. However, if she had, she would have seen that Scott was awake for the same reason she was.

"I didn't know anyone else was up," he said, pulling his toothbrush from his mouth.

"I don't think anyone else _is_ up," she responds.

He looked over at the door to the bathroom.

"Did you want to go first? I can wait," he offered.

She smiled as she responded, "That's nice of you, Scott. But you should go first. Everyone else will be up soon and there might not be much hot water left."

"I don't mind. I take…cold showers."

Jean couldn't help but smile, which always caused Scott to smile. They both held mutual attractions to each other, but they would never act upon them for different reasons: Jean didn't know how Scott felt about her and Scott was afraid to get close to anyone with his destructive power.

Scott turned to walk back to his room and Jean slid into the bathroom to take her shower and brush her teeth before everyone else woke up.

* * *

They were wrong, though. There was someone else up while they were. Kurt Wagner stood in the massive library, reading. Most are shocked by his appearance because he looks exactly like a blue demon. His ears were as pointed as his teeth and he had a tail that seemed to move on its own. He wore a black tank top and red and white striped boxers. He was flipping through an old black book with yellow pages; the cover was engraved in golden letters written in an ancient language.

The door to the upper level opened and Scott stepped into the room.

"I thought I heard someone in here," he replied, spotting Kurt.

"Watch out, Scott," warned Kurt, "you'll give Logan a run for his money."

Scott laughed before asking, "Why is it no one in this house can sleep?"

"We are mutants. It is in our nature to be constantly aware."

"What're you reading?" Scott walked down the stairs to the table Kurt decided to sit upon.

"The Bible in Latin."

"You can understand it?"

"Nein, but I already know it by heart."

"Then why read something you already know in a language you can't understand?"

"It is what keeps my mind busy."

Scott sat beside Kurt on the table. They sat in silence while Kurt read.

After a few minutes, Kurt slapped the ancient Bible shut and asked, "Why is it you are awake?"

Scott sighed and looked at his lap.

"I had a dream about my family," he said.

"What about them?"

"My parents died in a plane explosion and my brother was adopted years ago. I keep reliving that day in my mind and I wonder what my life would've been like if the plane never exploded."

"I also wonder what my life would have been like if I grew up with my real parents," Kurt mused.

"I thought—"

"I was adopted by a gypsy named Margali Szardos. We lived in a circus that traveled all over Germany. She had a daughter named Amanda and a son named Stefan. Sometimes I miss them. But that part of my life is over."

The two boys sat in the darkness a little while longer, the sun steadily rising from behind the hills across from the massive window.

* * *

On the roof, another pair was watching the sunrise. Warren Worthington III and Elizabeth Braddock were cuddling together, a blanket wrapped tightly around their naked bodies. Warren bent down and kissed Betsy, their hair blending into a blond mess.

"I wish we could just lie here forever," Betsy said in a British accent.

Warren couldn't speak. Betsy had done things he never knew were possible and it took everything he had to keep his voice down for fear of being caught.

"But we really should get back to our rooms," she continued.

She pulled the blanket off Warren, causing him to roll off the roof. She quickly crawled after him. But she was too slow for he had already spread his massive white wings and was flapping back onto the roof. Try as she may, she couldn't take her eyes off his impressive (in many terms) body.

"I'll fly you down," he said, slightly out of breath.

She smiled, wrapped the blanket around her body, and he cradled her body in his arms. His wings flapped in a steady motion, lowering the two of them down to Betsy's room. He gave her a swift kiss and directed his body toward his open window. Only one person was looking out at that time and she simply smiled at the sight.

* * *

Once the sun was up, the students gathered in the dining room. Jean was staring at Scott while talking to Ororo Munroe. Kitty Pryde and Bobby Drake were already arguing about some couple on some show they both enjoy while Kurt was trying to plug his ears as he read. Warren and Betsy were already dressed and feeding each other bacon while Peter Rasputin was drawing a picture of the entire scene on his pad. Emma Frost walked into the room, wearing a white silk robe with fur around the collar and wrists, brushing her blonde hair with a round brush.

"You'd never guess what I saw earlier," she announced in a fake British accent, taking a seat at the table.

Betsy sat up straight and Jean said, "Ew."

"Well, the telepath's are out," Emma remarked. "Anyone else fancy a guess?"

_Emma, don't_, Betsy warned.

_Why not, dear Elizabeth?_ Emma replied.

_Please, just don't. It'll embarrass Warren._

_Warren can handle himself, dearie._

_Listen here you wannabe English twat…_

_Oooo. Testy, aren't we? You catch more flies with honey._

_I swear Emma…_

"I saw Warren Worthington's man-flesh outside my window!" Emma screamed aloud.

Everyone stopped for a moment and looked at Emma. Warren became stricken with fear.

"What were you doing naked outside my window, Warren? Or should I say, 'who'?"

Everyone turned to look at Warren.

"Maybe you were prying into someone's dreams of me or you were dreaming yourself."

"Whatever," scoffed Emma. "I know what I saw."

"Emma, can we please finish eating?" Jean asked.

"Fine. But you'll know the truth soon. All of you."

Everyone shrugged and went back to eating.

Charles Xavier wheeled into the room, his bald head was freshly waxed and he wore an expensive suit.

"Good morning, my students," he said, cheerily. "I have good news: There will be no classes for today."

Bobby cheered—though he wasn't the only one, he was the loudest.

"Instead, you are having Danger Room sessions with Logan all day."

"What?" several of them exclaimed.

"Logan and I have found your gifts lacking, though your academics have skyrocketed. Moira and I have talked about what to do and we've both agreed that Logan's right."

Several of the looked at their plates, depressed.

"Don't look so sad. You're getting new uniforms to train in," Charles tried to raise their spirits.

They all marched to the elevator underneath between the two curved staircases, hidden as a blank stretch of mahogany wall. The plank of wood slid out of view to reveal a bright elevator. The ten of them squeezed into the square block of metal and plunged down into the basement.

Charles watched his students. A woman's hand gripped his shoulder. He turned and looked into the beautiful brown eyes of Moira Kinross.

"Did yeh tell them ev'rything, Charles?" she asked. Her voice was made of Scottish honey.

"Not everything. They'll learn soon enough," he replied. "I believe Logan will relieve me from that duty."

* * *

Down in the basement, the ten young mutants walked the semi-familiar path to what was known as the Danger Room, which they felt was a perfect name for it.

Logan stood outside the wide, silver door. His dark hair was extremely wild and he had thick stubble on his square chin. He wore his normal outfit of a white tank top, dog tags, blue jeans, and boots.

"Get down to the locker rooms and change into the uniforms in yer lockers," he said in his gruff voice.

The door slid open and Logan walked down the opposite direction toward what was called the War Room. The students stepped through the open door and down the stairs that led to the Ready Room. Three doors sat in this hall: two lead to locker rooms and the third led to the Danger Room.

"Here comes hell," Kitty muttered, getting a soft laugh from Peter.

The girls walked into the left room while the boys stepped into the right. After a few minutes allowing them all to change, they stepped into the Danger Room in their new uniforms. They were all made of a durable but stretchy material and had X's over their chests. That's where the similarities stopped.

Scott's was obviously the mold for which all the suits were made. His suite was predominantly black with a gold X. Underneath the X; there were patches of dark blue fabric cut to resemble light armor on his chest, shoulders, and inner thighs. He had a silver belt with a red X inside the round buckle. His boots and gloves were also black.

Kitty's was closest to his. Her suit was dark blue without the armor and her X was also gold. Her belt was gold with a red X in the buckle. Warren's was also dark blue, but his X and belt were white. Peter's suit was blood red where Scott's was black, sleeveless, and had a gold X. The suit Bobby wore had a light blue X over his chest and Jean's suit was dark green. Betsy's was deep purple with a pink X and sash instead of a belt. Ororo's suit was black with a silver X and she had a black cape draped across her shoulders.

The one that was the most striking was Emma's. Her suit was completely white and her X was a light gray. Her belt was also white with a gold X over a white background in the buckle. Her boots, like most of the girls', were heeled.

"Why is hers so special?" Betsy asked Logan through the window to the War Room.

"Hers was cheaper," Logan responded, wiping the smile off Emma's face and causing Bobby and Kitty to laugh. "We'll being team simulation eight-thirty."

* * *

After an hour of running drills with robots and obstacles, the students exited the Danger Room, covered in sweat. Betsy's uniform was ripped in several places.

"I kinda like it," she admitted to Jean in the locker room.

"Our suits are made of unstable molecules that adapt to our bodies and our environment," Kitty told them. "It was developed by Reed Richards."

"How do you know all this?" Ororo asked.

"I like to stay on the edge of science."

"What happens if we cut them?" asked Emma.

"They heal," Kitty answered. "The molecules aren't connected, that's why their unstable."

Emma reached into her locker and pulled out a pair of silver scissors and began cutting her uniform. She cut the sides away from the X and the area above the X, exposing her cleavage.

"I wish I could make a cape of some kind," she remarked, examining herself in the mirror.

"You can't even fly," Ororo stated.

"Why is that an issue?"

"Only people who fly should have capes."

"What about…?" supplied Emma.

"Can't think of anyone, Emma?" Jean asked.

"Shut up!"

Emma stomped off to the showers in the back of the room. Betsy eyed her scissors before snatching them off the bench. She placed her left foot on the other bench and began cutting strips of cloth from her legs and arms.

"You're going to get into trouble," Kitty sang.

"Shut up," Betsy snapped.

"Look who's the British Twins," Jean joked.

"She's not British!"

"Whatever. I'm going to see if Peter can help me design some new suits and show them to the Professor so he can order us new ones."

"That sounds great!" Kitty exclaimed, pulling her brown hair back into a ponytail.

_Students!_ Charles's voice rang out in their heads. _Please meet me in the library. There is something I wish to discuss._

They all showered and rode the elevator up to the ground floor. As they all entered the library, they spotted Charles flanked by Logan and Moira. They were all smiling as if they had some sort of exciting news.

"My children," Charles addressed. "We have all decided that being students isn't helping mutantkind. I would like to ask you all to join the likes of the Avengers and Fantastic Four."

"What are you saying, Prof.?" Bobby asked.

"I-we want you all to become heroes. Show the world that you're not to be afraid. If they can accept the Fantastic Four, then why can't they accept us? But that's only if you all agree."

The students looked around at each other. It was Scott who answered with, "We're with you one-hundred percent, Professor."

"Then let me welcome you, my X-Men."


	3. Brotherhood

She was running. Running from everything. From her past, her future, even her present. She hated who she was.

But no matter how fast or far she ran, it kept catching up to her. Every nightmare poured into her mind whenever she looked back, so she didn't know how close it was. When she looked in the direction she was running, there was a hundred-foot-high chain-link fence getting closer and closer.

She was done for. She knew it was trapping her and was going to consume her like it did every time she was chased. But this time was different. This time, she had a savior.

He floated down to her like and angel and offered her his hand. Flying behind his back was her mother. She smiled and nodded to her that everything was okay.

"Come with me," the angel said.

She gave him her hand and he pulled her into the air where she stood. She didn't look down to see the thing that was chasing her, but she felt it was still watching, still planning.

"Welcome to the Brotherhood, Rogue."

Anna-Marie sat in the dark hall the savior called his throne room. She looked to her left and right and saw the faces of the others he saved. She was told they were exactly like she was: avoided, some were mistreated, all were feared.

A tear rolled down her cheek and splashed on the strange suit she was instructed to wear. It was made out of black leather that was stretched around her body. Her chest held green Kevlar, as did her knees, elbows, shoulders, and hips. The man who called himself Magneto promised her to not be feared any more, but she felt that she was going to be feared even more because of her attire.

"We will teach them not to hate or fear us," Magneto proclaimed from his throne. Anna's mother stood at his side.

She wore a more revealing version of Anna's suit that was cut from the neck down to the waist, exposing parts of her breast Anna felt she could never show.

Other than the creature that followed her, she felt someone else's eyes on her.

She turned and found the odd eyes of one of the boys. His eyes were a field of black and he had red irises. He was the only boy there with facial hair and his was so neatly groomed. Her eyes traveled from his goatee to his thin lips. They seemed to sparkle in what little light there was in the room. She felt herself wondering what they tasted like.

But she pulled herself back. She couldn't touch another person with her skin for fear of absorbing them. That was her power. She absorbed peoples' essences.

* * *

Remy saw Anna turn away and assumed she was playing a game of cat and mouse. He stopped listening to Magneto a long time. He was only there because he had nowhere else to go. No one liked a thief.

Magneto had apparently dismissed what Remy called his Acolytes because everyone was hopping out of their seats and walked toward the door.

This was Remy's time. Girls always flocked to him especially the ones who play hard-to-get.

She was walking faster than he thought she would, but his legs were longer. When she turned the corner, he was right behind her.

"What the hell are you doing?" she asked as he nearly collided with her.

"C'mon, Chere," he responded, allowing his charm to flow from him the same way he makes kinetic energy flow into an object. "I jus' wanted to talk."

"Talk to yourself."

She was as Southern as he was Cajun. A perfect match.

"But, Petite, I'm a good talker."

He tried to force his charm into her, but it wasn't working. He was going to have to use her weaknesses against her.

But a hand grabbed his shoulder before he could do anything.

"I think you're done, here," the person said behind him.

He turned around and saw Mystique, the blue skinned right hand of Magneto.

Remy opened his mouth, but closed it quickly, knowing arguing wasn't going to help. Anna just wasn't into him which made him want her more.

As he walked around the corner, he heard Mystique talk to Anna.

"We need to discuss your role in the next mission," she said.

"But, Mama—" Anna tried to argue, but Mystique cut her off non-verbally and they walked out of Remy's earshot.

* * *

Magneto walked down one of the metal corridors he formed himself, deep in thought until something catches his eye.

The twins he recruited were playing catch outside, but it wasn't normal catch. The girl would pick up the ball and throw it. Whenever the boy moved to catch it, her hands would glow red and a bolt of energy would hit the ball and the ball would ricochet off the walls and fly well far from the boy who would disappear into a blur and return with the ball.

But the way they were playing wasn't what caused Magneto to stop; he saw something in them that he recognized. He reached into his back pocket and pulled out his wallet. Upon flicking it open, there was a photo sitting inside. In the photo was a woman with dark hair sitting in a chair. This was Magneto's estranged wife, Amelia. His children he hadn't seen in years were with her. Twins: a boy and a girl.

He looked back at the twins outside. The girl's auburn hair matched his wife and daughter's and the boy's silver hair matched his and his son's.

"It can't be," he muttered.

The girl turned to look at him, but averted her gaze the second she realized he was staring.

"Pietro, I'm tired!" she screamed at her brother.

"Aw, c'mon, Wanda, I'm just getting started!" her brother called back.

"Well, you can stay out here as long as you want!" She stomped toward Magneto. "Excuse me."

He turned to the side and allowed her to enter. Pietro ran behind her.

"Magneto," he bowed before running after his sister.

"It can't be," Erik repeated as he watched his teenage children walk away from him.

* * *

Mystique had left Anna to process her role in the coming mission.

A soft knock made her jump. She was about to tell whomever it was to go away when a voice she hadn't heard before came through the metal.

"Can I talk to you?" the boy asked.

She got up and opened the door.

Standing there was the boy with pink hair and glasses.

"It's magenta," he said, walking into the room.

"Ah don't remember askin' you into mah room," she responded.

He looked around as if he was going to grab one of her bras and run out.

"What do you want?"

"I wanted to ask you about the mission."

Anna was dumbstruck. She guarded her mind better.

"Ah don't know what you're talkin' about," she said.

"C'mon. I just what to know what it is."

"Why don't you pry into Magneto's mind?"

"His is shielded," Quentin sighed.

"Well, Ah can't tell you nothin'!"

"Don't make me push my way in."

Anna pulled off her glove.

"Enter mah mind, and Ah'll touch you."

"What's a touch gonna do?"

"Try it and you'll see."

They stared at each other for a while.

"Fine," Quentin conceded. "I'll go. But if you step out of line, I'll be there to stop you."

Quentin walked out. Rogue fell onto her bed and began to cry.

"What did Ah get mahself into?"

A voice boomed from a box in the wall.

"My Acolytes," Magneto proclaimed, "come to the War Council Room. We have a mission."

* * *

Two boys stood outside a skyscraper. A golden plaque on the wall reads: Avengers Tower. One of the boys adjusted his hat, allowing his magenta hair to fall out a little. The other boy is rather large for any age.

Quentin asked his friend, "You see anything, Fred?"

Fred looked over the wall.

"Naw. Everything's okay," he responded.

Quentin touches his temple.

_Begin sequence 2B_, Quentin's thoughts rang out.

On cue, a couple walks past. The couple looked innocent, but upon closer inspection, they were none other than Wanda and Remy.

They walked past the two boys toward the tower. Wanda began laughing hysterically and Remy stumbled several times. They entered the tower and stopped at the guard's station.

"Can I help you two?" the guard asked, his large belly hung over his belt.

"Yes," Wanda responded with a pretty smile. "My boyfriend had a little too much to drink and I was wondering if he could use the bathroom?"

"I'm not allowed to let random people just use the bathrooms."

"Please," continued Wanda. She began stroking the guard's hand. "It'll only be a second."

The guard blushed.

"Okay. It's the first door on your left."

Remy nodded and stumbled toward the bathroom.

"Can I ask you something?" Wanda asked.

"Sure."

She stroked the counter. Red sparks shot out of her fingers and bounced on top of the counter down to the computer. The screens behind the guard went black.

"How well do you sleep at night?"

"Pretty good, from what my wife tells me."

"Good." _Do it, Omega,_ she thought.

_Roger, Scarlet Witch._

The guard's eyes rolled back in his head and he fell with a loud THUMP! Snoring rose from behind the counter.

A blur whizzed behind Wanda, causing her hair to be blown slightly.

"Come on, Wanda," a voice called at the end of the hall.

Wanda ran toward it and met her brother and Anna. They were wearing skin tight black suits.

_Sequence 2B is initiated,_ thought Anna.

"Let's meet Gambit," Wanda said aloud.

* * *

Remy pulled the air grate open and pulled himself through.

He began snaking his way through the vents.

_Gambit is almost there,_ he thought. _Bring in Toad and Pyro._

He pushed open another grate and dropped a small device into the room below. The device began to spew gas that traveled under the doors.

_Gas masks, everyone._

Remy pulled a cloth over his face and jumped down into the hallway below.

The window opens and the boy with green skin and the blond boy jump in. They were both wearing the same suits Anna and Pietro wore.

_Let's switch to telepathic conversation only,_ Quentin suggested.

_Pyro, Toad, _Remy thought, _come with me._

A streak of white and green appears, ending in Pietro, Wanda, and Anna. They all wear gas masks.

_Quicksilver, Scarlet Witch, Rogue, watch the doors,_ Remy ordered.

Remy, Mortimer, and John ran toward one of the doors.

Anna leaned against the wall.

"_Anna_," a voice whispered in her ear.

"Huh?" she responded.

"No one said anything," Pietro said.

_Telepathic communication, people,_ Quentin ordered in their heads.

Anna decided to follow the voice.

* * *

Meanwhile, Remy, John, and Mortimer walked down a dark hall. At the end, there was a single door.

_Stand guard, you two,_ Remy ordered.

He opened the door with a slow squeak.

The light streamed in from the hallway and spilt over a large bed with a sleeping man.

_Tony Stark,_ Remy thought.

He sneaked into the room, keeping a careful eye on Stark. Remy touched the wall and followed it toward a large painting of Tony Stark. His fingers ran along the frame until he came across a small button.

Remy pushed it and a blue light radiated from behind the portrait.

* * *

Anna walked down a hallway, following the voice. Then, she stopped.

She was standing in front of a large white door, but she was watching herself from across the hall.

"Who are you?" Anna asked herself.

The Anna by the door pressed a finger to her lips. She walked toward the real Anna and kissed her cheek, slipping a small silver device over her ear.

She stood back and motioned for Anna to walk through the door.

Anna was confused. She followed her doppelganger blindly.

She opened the door and found a beautiful bedroom five times larger than hers back at the Facility. Lying on the massive bed was a beautiful blonde woman.

"Mystique sent you?" Anna asked herself.

When she turned around, the other Anna had disappeared.

Anna looked back at the woman. She removed her glove and began the next phase of her plan.


	4. First Encounter

Most of the inhabitants of the Xavier Institute were sitting in the common room. Jean was flipping through fashion magazines and swatches of fabrics. Peter was sketching in his black sketch book with Kitty peering over his shoulder. Betsy was fingering Warren's hair as they watched TV with Scott and Ororo. Kurt hung upside-down from the chandelier with a book in his hand.

Emma walked in with her usual white outfit. Her hair was delicately curled.

"I thought we would've had more assignments or something," she announced, sitting at the table with Jean and Peter. "If we're going to be vigilantes, why aren't we springing to life every night?"

"Because there haven't been any threats to mutants," Jean responded, putting down her Italian Vogue.

"I'm with Emma," Warren said. "If we don't have anything to do, why aren't we down in the Danger Room, training?"

Kitty reminded, "We were just down there last night! Some of us still have bruises."

Bobby ran into the room, out of breath.

"Guys…Change it…to the news," he panted, clutching his knees.

Scott clicked the TV over to the news.

The pretty reporter was beginning to deliver her report. The banner beneath her read: AVENGERS ATTACKED LAST NIGHT!

"Thank you, Don," the reporter began. "This is Trish Tilby reporting direct from Avenger's Tower where Ms. Marvel was found in a comatose state this morning. Security cameras reveal several suspicious figures prowling the halls before they all went black. The Avengers have no comment."

The TV clicked off.

A wheelchair whirred and footsteps followed as Charles and Moira entered the room.

"I see you've all heard the news," Charles said, gesturing to the TV.

"You mean that was a mutant attack?" asked Jean.

"We really don' know," Moira responded. "Charles and I are goin' to Avenger's Tower te check up on Ms. Marvel."

"And we need to take a few of you with us to investigate the attack."

"Cool! I'm going!" Bobby cheered.

Emma asked, "And what are the rest of us supposed to do?"

"You're comin' with me," Logan answered, marking his entrance. "There's been a mutant activation."

* * *

"And we're off," Trish's camera guy told her.

Trish smiled and scratched her head.

"Thanks, Terry," she responded.

Someone called to her, "Trish!"

She turned around and found her boyfriend, Hank McCoy, running to her.

"Hank!"

She met him halfway and jumped into his waiting arms.

"I was just on my way to lunch and I wondered if you wanted to go?" Hank asked.

Trish adjusted her ponytail. "Uh, I think I've got some time to kill. I just wrapped up the Avenger's story."

"Yeah I heard about that. Anything change?"

"No. Ms. Marvel's still in a coma and the Avengers still won't talk. Not even Tony Stark the Media Whore."

"Well, let's go to lunch and we can talk all about it."

Trish told Terry that she was going to lunch as he packed up the equipment. Hank hailed a cab and they drove to a small cafe close to New York University, Hank's school.

"How were your classes today?" Trish asked over her burger and fries.

"The same thing that happens everyday," Hank droned. "I wonder if they're going to graduate me early?"

Trish laughed along with Hank.

Her laughter faded and she began to examine Hank's face.

"Are you letting your beard grow out?" she asked.

He rubbed his chin, feeling the thick stubble that he thought he shaved off this morning. "Yeah. I thought I might see how it goes."

"I don't think I've ever seen you with facial hair before." She chewed on a fry.

Hank smiled and picked up his milkshake.

"Did I ever tell you I love your big hands and feet?" she asked, rubbing his free hand.

He laughed, "All the time."

The scent of something burning wafted to Hank's nose.

"You smell that?" he asked Trish.

"What?"

"Smells like something's burning."

"I don't smell anything." She glanced at her watch. "I gotta go, Hank. It's time for me to go back to work."

"All right, I'll get you a cab."

He walked Trish to a cab, kissed her goodbye, and began walking back to NYU.

"Do you have the time?" someone asked him.

"Uh, it's twelve-thirty," he told them.

But when her turned around, he saw a man talking to a woman several yards away. He lifted his hand to scratch his head, but stopped once he noticed his skin was tinged with blue.

* * *

Anna sat on the roof of the facility. Tears ran down her cheeks as she watched the people walk by. The creature in the back of her mind grew with the addition of Ms. Marvel.

_You're a horrible person_, the creature said viciously. _How could you attack someone in their sleep. I misspoke. You're not a person, you're a monster. A monster like me._

"Shut up," Anna told the voice in her mind.

_I'm sorry, darling, I can't shut up. You hurt us. You don't get to be free of us. You don't deserve it._

"'Us'? Who's us?"

_She doesn't even remember._

"Let me see you, then."

_No. I'm not going to make things easy for you._

"I wish I could reverse everything, put you back where you belong. But what's done is done. Please, just go away."

_We can't do that, love. But I will help you. If you remember everyone you hurt, everyone of us trapped in here, then we'll be quiet. We'll be nice to you._

"Is that all I have to do?"

_We'll talk about the rest when you remember us._

"How many?"

_You can't even remember how many people you've killed. How many people you've absorbed?_ The creature laughed. _We can't tell you. It'll make things too easy. But when you find out one of us, we'll show ourselves and move into the darkness of your mind._

"Okay, I know Ms. Marvel."

_She's not a part of the deal._

"Why not?"

_Because you absorbed her last night. She doesn't count._

"What're you doing up here?" a voice asked behind Anna.

She turned around and saw Wanda coming up the fire escape.

"Just...thinking," Anna answered.

"Well, Magneto called us into his throne room."

"Ugh, Ah hate that place."

"Tell me about it. And Magneto is _really_ creepy too. He was staring at me and my brother like we were some prized show dogs or something."

Anna gave a small laugh. "That is creepy."

"What happened last night?" Wanda asked.

"What?"

"One minute you were there and then your mind shut off to us."

"Ah was on a side-mission."

"Which was?"

Anna looked at Wanda. She smiled and fell off the side of the building. Wanda ran to the edge. Anna rose back up into the air and landed on the roof. The two girls walked back downstairs together as new friends.

* * *

A shiny black car pulled up outside Avenger's Tower. The passenger door swung open and deposited Charles's wheelchair onto the sidewalk. Moira exited the drivers seat. Their small group of students, Scott, Emma, Kitty, and Bobby, get out of the backseat.

"While we go examine Ms. Marvel, you four investigate Iron Man's missin' Arc Reactor," Moira instructed.

"That's what they stole?" Scott asked.

Moira nodded.

"S.H.I.E.L.D is all over the building," Charles added. "Try not to get in their way. I don't want to have to bail anyone out."

His eyes lingered on Bobby.

"Why are you looking at me?" he asked. Kitty rolled her eyes.

They entered the building. A woman with long red hair was standing behind the welcome desk. She looked like a beautiful ballerina (which meant she was Russian).

"Charles Xavier," she greeted in a soft Russian accent.

"Natasha Romanoff," Charles responded. "It's been too long. How is Armando?"

"Fitting in nicely. I see you've been...recruiting again."

"In a manner of speaking."

"I suppose you want to snoop around upstairs?"

"Just my students. Moira and I have an appointment with Carol."

"Fine. I'll call Wisdom and have him come get your students. Ms. Marvel is on the third floor."

Charles and Moira nodded to the children and got into the elevator.

"I never thought Xavier would've reopened the school after last time," Natasha remarked with a small laugh. She began typing on a small computer.

"What happened?" Scott asked.

Natasha looked at him. "He hasn't told you." It wasn't a question. "Neither will I. But, if you ask the right people, you might just get some answers."

The elevator dinged and reopened. A tall man in a black suit with black hair and a black eye patch walked into the lobby.

"Hey, Natasha!" he called. "What's with the kids?" He was English and caught Kitty's eye. She wondered who was sexier, this guy or Peter.

"They're here for your tour," she responded.

"My tour?" he repeated.

"Yes. They're Xavier's kids, Wisdom. He wants them to help find out what happened here."

Natasha left the lobby through one of the side doors. Wisdom turned around slowly and looked at the four mutant teenagers. He reached into his pocket and pulled out a cigarette, but didn't light it after he placed it in between his lips.

"Hello, I'm Pete Wisdom," he introduced. "I believe this is the part where you introduce yourselves."

All eyes turned to Scott. He looked at the others before, unwillingly, standing.

"I'm Scott Summers," he responded. "This is Kitty Pryde, Bobby Drake, and Emma Frost."

"You know, there's nothing better than a group of young mutants," Wisdom remarked.

Kitty asked, "How old are you?"

"Old enough, Love." Kitty blushed. "Well, I believe you need to see Iron Man's room."

"Where'd you get that eye patch?" Bobby blurted.

"When I was twelve, I melted my eye clean out the socket."

"How?" asked Emma.

"My mutation."

They stared at him in complete shock. They never met anyone with a mutation that backfired before. Scott prayed the others would find the new mutant in time before their mutation maimed them. Or worse.

* * *

Logan decided he was taking the kids on the subway. Jean's hand was throbbing as soon as they reached the station. Ororo had taken to squeezing the life out of it. She confided in Jean with her claustrophobia. Her other hand was in her pocket, clutching the only thing left of her family.

The large ruby she always kept on her was passed down from mother to daughter for generations. Her mother, N'Dare, told her it belonged to their ancestor, Ashake. Ashake was a powerful sorceress in ancient Egypt. When her life was threatened by a dark force, she placed a protection charm on the ruby and gave it to her daughter. Ororo always clutched the ruby for safety, though she didn't believe in magic.

This was one of those times.

As the train sped along, Jean muttered comforting words. Almost as soon as it began, it was over.

"We'll check the campus first," Logan said as they stepped out into the sunlight. "Cerebro ain't all that reliable."

"You mean we're going to a college?" Betsy gushed.

"Can we go to a party?" Warren enthused.

"This ain't fun time," warned Logan. "We're gonna find this kid, deliver our offer, then go home with or without him."

He began waving his hand to hail one of the many cabs.

* * *

Hank was sitting in the library with his lab partner, Calvin Rankin. They were having a small discussion as they wrote notes from the piles of books on the table.

"I'm not saying mutants aren't cool," Calvin whispered. "But radiation is so much better."

"You are so wrong. Mutants are born that way. The stuff they do is permanent. Who says someone can't just fall into another vat of radioactive goo and lose the powers they had?"

"I guess. But the Hulk—" Calvin began, but he was cut off by the feminine body pressed against him.

They looked up and came to the beautiful face of Anna-Marie.

"Hey, ya'll," she said. "Ah'm lookin' for Henry McCoy."

Hank was at a lost for words. No girl had ever come looking for him.

"What do you want?" he asked.

Anna smiled. "Ah'm here to offer him a—scholarship—to a very prestigious school."

Hank didn't believe her. She was too young to work at a school.

Calvin asked, "What school?"

"Ah'm under strict orders to tell that to Henry McCoy only. Where can Ah find him?"

"I'm Henry McCoy."

"Perfect. Mah associates will escort you out to the car so we can discuss your future."

A group of people around Anna's age stepped into the light. There was only one other girl and the youngest was a boy with blond hair who kept flicking a lighter. The most disturbing was the boy with green skin; Hank was afraid he was sick. But he knew the boy with the thick jacket and dark sunglasses was up to no good.

"I don't think I'll be accepting the scholarship," Hank said, turning back to his notes.

Anna leaned over the table. "Ah'm sorry, Darlin', but it ain't negotiable."

"I'd like to differ," a gruff voice came from the other end of the library.

Hank turned and saw a man with his own thick leather jacket and five kids and a shrouded figure behind him.

"Who are you?" Anna asked, straightening up.

"We're the X-Men," the pretty girl with red hair said.

"Ah don't think you wanna pick a fight with us," advised Anna, stepping over to her group.

"I think yer out numbered, girlie," Logan responded.

Calvin jumped out his seat and ran for the door.

"I'll see you in Chemstry!" he called over his shoulder.

Hank should've ran too, but he was glued to the spot. He looked around and the few people who remained in the library were watching as if a cagefight was about to start before their very eyes.

"Not as outnumbered as you think," Mortimer spat. His British accent thick and on the point of cogney.

Before anyone could say anything else, a large man stepped forward. He was wild in every sense. His hair was long and tangled, his fingernails needed serious trimming, and he gave off an odor that was not human.

"Long time, no see, Wolverine," the wild man said. His voice was like gravel in a blender.

Logan smirked, "Yeah. Been ten years, right, Sabretooth?"

The man laughed, displaying his horrible sharp teeth.

"Are we gonna fight or—?" Warren began.

Logan nodded. Warren dropped his duster and spread his magnificently beautiful white wings. The papers rustled in the room as Ororo rose into the air on a soft breeze. Peter's skin began hardening; the harder it got, the more his skin faded silver. The last to reveal their nature was Kurt. He removed his disguise of an oversized trench coat, hat and glasses. The students watching ran out as soon as Kurt stepped into the light.

The Brotherhood were frightened. Not only was there an actual man of steel, but the X-Men had an angel and a demon on their team.

"Rip 'em to shreds," Sabretooth ordered.

Anna hesitated, a good sign to Logan, before she and her team rushed in with Sabretooth.

Hank sat and watched the entire battle. He was most concerned about Logan and Sabretooth's fight. Logan had produced six long, sliver blades from the backs of his hands and he and Sabretooth were clawing at each other. But then, he noticed every cut healed almost instantly on both men.

Wanda was throwing red sparks at Jean who was levitating books, blocking the dangerous sparks. Ororo was blowing a powerful gale, trying to blow out the flames spewing from John's hands. Warren was chasing Pietro and Betsy was trying to break into Remy's mind, but it was too charged for her to get a good grasp. Kurt teleported behind Mortimer as he leaped around the library.

Anna flew into the air; she was left with Peter, the Steel-Man. Peter was trying his best to get a hold of the girl, but she was flying too high. When he decided to try to help Betsy, Anna got an idea. She slid her hand out of her glove and flew down to touch Peter. When her hand touched the cold metal that was his skin, nothing happened. He grabbed her arm and swung her around. He held her tightly in a bear-hug. Anna pushed on his arms and, miraculously, pushed his arms off her body. She flew back into the air with her new super strength.

Jean's head was on fire. She never lifted so many things so quickly. The smell of blood filled her nostrils, but she ignored the nosebleed. She focused on lifting book after book to block Wanda's attacks.

_Focus Jean!_ a voice said in the back of her mind. _Push her!_

Jean tried to ignore the voice, but she was so close to passing out. No one understood how hard telekinesis was.

_Do it, Jean! You have to push yourself by pushing her!_

Jean dropped the book she was levitating. A bright red spark sped toward her chest. Her arm moved on its own accord and a shield of telekinetic energy deflected the spark. Blood trickled out her nostril. She was tired, but couldn't stop. Another spark flew toward her, she deflected that one, then another and another. With each deflection, she began to see the invisible shields take on an opaque pink color, but still invisible to everyone else.

Her head was spinning, her body swayed, but she continued to stand. Wanda was sweating and panting. It was Jean's turn. She focused on the air in front of her. A thin sheet of pink energy appeared in front of her. She pushed it toward Wanda and it collided, causing Wanda to fall hard onto the floor.

Pietro stopped running and noticed his sister. He was about to run toward her when his feet left the ground.

"Can't run on air?" Warren joked.

Mortimer leaped, lashing his tongue behind him. Kurt caught it and teleported in a cloud of darkness and brimstone. The smoke trailed along Mortimer's tongue until it coated his entire body. They appeared on top of a bookshelf. Kurt teleported again and again and again until he appeared beside the woozy Jean. Mortimer was unconscious and greener than ever.

Ororo sent all the wind she could create down to John, but he still had a lick of flame coming from his lighter. Then, she got the idea from a lesson Charles had given them earlier. She used the winds to spin her around in the air. She was almost a blur, but still didn't get dizzy. She pushed the new cyclone toward John, making sure to get him into the center. As she willed the cyclone to continue to spin, all the oxygen in the center dissapeared, causing John to choke and the fires to go out. She released the wind back into the air, leaving behind an unconscious John.

Betsy decided to stop trying to get into Remy's mind. Instead, she used the hand-to-hand techniques Logan taught her. She was good, but Remy kept touching things, causing them to explode. Her heart was pounding and he was getting on her nerves. She moved to punch and tried to break into his mind again. The purple butterfly appeared over her eyes again. It flew down her arm to her hand where it formed a purple blade of psychic energy. The blade pierced Remy's skull. He screamed in agony before crumpling to the floor.

Anna noticed her team had crumbled. She flew down and pushed Peter to the ground. She swooped back into the air and ran into Warren. He dropped Pietro, whom Anna caught, and fell to the ground. Anna placed Pietro back down and he ran around their fallen teammates, causing all the papers on the floor to fly into the air. Anna grabbed Mortimer, Remy, and John and tossed them over one shoulder before flying out. Pietro grabbed his sister and he disappeared as well.

Hank was still sitting in his seat though the table was crushed.

Logan walked over to his battered students, dragging Sabretooth by his hair.

"You're a mutant," he told Hank. "You need to be in a safe place where you can learn how to control your mutation. You can come with us or you can stay here and wait for them to come back for you."

The X-Men limped out the building. Hank followed.

* * *

Moira checked the pulse of Carol Danvers. It was steady. Moira couldn't see a reason for her comatose state.

Meanwhile, Charles tried to investigate through the mind. As he connected to Carol, he found there was hardly anything there. She was mostly black swirling mists. Charles had seen this type of thing once before.

"Her psyche was split in two," he told the Avengers as they assembled in Carol's room.

"Is there nothing we can do?" Henry Pym asked, his tiny wife, Janet, was clutched to his chest.

"This is a battle she must fight on her own."

"But thou art a psychic!" Thor accused.

"Yes, but I can only piece together fragments of a mind. There are no fragments. Her mind's like amoeba: it split in two and the part that functions left her."

"How long?" Clinton Barton asked, stroking his bow in sorrow.

"Oh, she'll live," Charles told them. "Until she figures things out, she'll just be a vegetable."

"I'll make sure she has everything she needs," said Tony Stark. He stroked his small goatee in thought.

"Anthony, can I please talk to you in privat?" Charles asked. "Moira, can you instruct the others on how to continue."

Charles and Tony stepped into the hallway. Tony pulled the door closed.

"What is it, Charles?"

"It's about you." Charles looked grim. "I don't want this to effect your future."

"What do you mean?"

"I know you've just gotten sober and the attack on Carol and your stolen Arc Reactor..."

"Don't worry about me. That was a long time ago. I'll be fine."

"Professor!" Scott called. The four of them were running up to Charles and Tony.

"What is it?" Charles smiled.

"We've got a clue," Scott announced.

Bobby began, "I found a fingerprint—"

"—And I ran it through the criminal database using S.H.I.E.L.D.'s computer—" Kitty continued.

"—We found it belonged to Remy LeBeau," Bobby finished.

"There was also some slime in the hallway," Scott added. "When we tested it, we found it was the DNA of Mortimer Toynbee."

"I scanned the mind of the guard and saw that Remy LeBeau and a girl with dark hair came into the building," Emma concluded.

"You sure know how to teach 'em," Tony remarked.

"No. They're just great students," replied Charles. "Well, we should be off, Anthony. Hopefully, there's a new student waiting for us at home."

"I wish we could've came together on a better situation."

"As do I old friend."

* * *

John awoke in a part of the facility he had never seen before. It was pitch black and extremely quiet. He looked around and found Mortimer and Remy lying on cots beside him and Wanda was in the bed across from him. Someone was talking outside.

He slid off the cot, his feet touching the cold metal floor. The people talking were a good few yards away from the sick bay. He picked up his lighter and walked out, listening carefully to the talking. The accoustics of the metal palace were great. He flicked the lighter and allowed a small flame illuminate his path.

"None," the voice of Mystique answered someone's question.

John killed the light and listened closer to the conversation.

"Good. It won't be long until Charles finds something's amiss," Magneto responded.

"I made sure to cover my tracks."

"Yes, but he's good at puzzles, my dear. I have to cheat at chess with him."

"What about the mutant?"

"While our students were creating a distraction, I apprehended a better one. Did Blob and Omega do their jobs correctly?"

"Yes, sir."

"Good. Give me the piece. I'll have to visit with Mr. Jeffries. Oh, Mystique? See to it that Pyro gets back into bed."

John raced back to the sick bay and dove onto the cot. His mind drifted off to sleep as he thought about what Magneto was planning.


	5. Night of Terror

The thick metallic tentacle shot toward Betsy. She dove to the side and the tentacle hit the floor. Kitty was standing, phased, with the tentacle in her stomach.

"Betsy!" she whined.

"Sorry!" Betsy called back as she raced to the other side of the robotic spider. She was wearing her "improved" uniform.

Scott was shooting beams of crimson energy from his eyes at the spider. Warren circled ahead, carrying Bobby who was shooting beams of ice at the contraption. Kurt teleported around, confusing the thing, Peter knocked several legs off with a single hit, and Hank tried to rewire it from underneath. Kitty phased out of the tentacle, causing it to spark and fall off. Ororo saw her chance and threw a bolt of lightning at the machine.

The only ones missing from the fight were Emma and Jean.

"Okay, Jean, concentrate," Charles instructed as the three of them sat in his office. On the table were several needles and a spool of thread. "Emma, I want you to visit the Astral Plane."

"This is ridiculous," Emma replied. "We should be training with the others."

"Your powers are different than the other's."

"What about Betsy?"

"Elizabeth's telepathy has progressed in the past weeks since you fought the Brotherhood. She can actually use it to slice somethings. But you _must_ focus your mind until you're as powerful as me. And Jean has to enhance her telekinetic dexterity. Otherwise, she could cause some serious damage. Now, focus."

Jean focused on the needle. The pink energy enveloped it and picked it up into the air. Then, she focused on the thread. She had been doing the same technique since she told Charles about her fight with the girl with the sparks. The thread pushed itself through the tiny hole in the needle.

"Good," Charles said. "Now, sew."

She looked at the small patch of dark blue fabric on the desk. It lifted into the air and she darted the needle into it, leaving a tight stitch like she ran it through a sewing machine.

"Can I try heavier things, now?" Jean asked.

Charles examined the stitching. No matter how hard he looked, he couldn't see any flaws.

"Actually, Jean," he said, "I want to see if you can move small objects..."

"I think I'm past that, Professor," interrupted Jean. "I told you how I could see the telekinesis when fighting that girl—uh—Wanda. I'm ready to try defying gravity myself."

"But, Jean, you lost a lot of blood that day. I can't risk you flying around and draining yourself."

"What about the...blocks?" She whispered the last word.

Charles's eyes widened as he thought back to the first time he met Jean. It was right after her friend, Annie, died and her parents were desperate.

He looked over at Emma.

"Don't worry," Jean said. "She's dead to the world. And she's not on the Astral Plane."

"How do you know?"

"I know Emma. She's probably patching through Bobby's mind and experiencing the fight herself. Why are you afraid of us growing up?"

"I'm not."

"Yes you are. I can tell by the look on your face. Why don't you let us try instead of practicing these menial tasks? I thought we were going to be heroes."

"And to be heroes means that you have to learn control first."

"We know control. Emma and Betsy have been on the Astral Plane seven times now. Bobby's close to coating his body in ice. 'Ro can create storms, Warren's more agile, and I can move damn needles through cloth!"

"Watch your language."

"I'm sorry, Professor. We came here to learn, not to be treated like bombs ready to explode."

Jean stood and walked out, slamming the door behind her. Emma opened her eyes.

"Damn, I was really enjoying that," she smirked.

* * *

Logan walked down the metallic corridor. He passed the doors to the Danger Room and the War Room. Moira was leading the others through a basic course. Logan thought about Charles being too safe.

He continued down, his mind set on one thing. He came to a square metal door with a plaque reading _Detention Center_.

On the other side, the room was dark except for the faint glowing blue lights coming from the sides of the room. Logan stepped into the room and walked toward the opposite end. The lights were beams that closed off smaller rooms. Two of those rooms were occupied and another was blocked off by a piece of metal, making it look like it was the wall.

"Hi, Uncle Logan," one of the inhabitants called. It was a boy with long black hair and a helmet. He was reading some book Logan didn't care to know about.

"Hey, Davey," Logan responded.

He stopped at the other occupied cell. Behind the glowing blue lights was Sabretooth. If it was possible, he looked even more filthy and wild.

"This guy been givin' you trouble, Davey?" Logan asked.

"No, Uncle Logan. Was he supposed to have?"

"Naw. This guys nothin' but a house cat."

"Shut yer damn mouth, Wolverine!"

"Ain't we past those stupid codenames, Victor?"

"I'm not Victor anymore," Sabretooth replied. "Mutants shouldn't rely on the stupid names our Homo Sapien parents gave us."

"Is that what Magneto wants you to know?"

Sabretooth's eyes widened. "How did you know I was working for Magneto?"

"I didn't. Charles had a hunch and I ran with it. What's Magneto want?"

Sabretooth laughed.

"What's so goddamn funny?"

"I was just thinking of the future," Sabretooth responded. "I'm going to be on top and you're going to be dead. That oughta teach those idiots at Weapon X."

Logan wanted to beat Sabretooth into a pulp until he told him what he wanted, but it wasn't going to help. He turned and walked away with Sabretooth still laughing. As he passed Davey's cell, he pulled out a comic book and tossed it to the boy.

"See ya later, Davey," he said, leaving the Detention Center.

* * *

Remy woke up. He was in the sick bay and two people were staring at him. Quentin had his hands on both sides of Remy's face and Anna was staring at him.

"He's fine," she said, walking away.

"Aw, Chere, were you worried about me?" Remy asked, sitting up.

"Hell no. Ah was just here to get your powers if you were beyond help."

She left them alone.

"How long was I out, you?" he asked Quentin, picking up a jacket and a deck of cards.

"About a week or so," answered Quentin, who was examining his magenta hair.

"Dat girl was good," he remarked, thinking about Betsy.

"It must've been some fight."

"Yeah. You should'a been there. Some fight."

With that, Remy left Quentin alone.

He walked down the hall way before being stopped by John.

"How it go, Allerdyce?" he asked.

"Remy, I gotta talk to you, mate," John said. He seemed jittery.

"Okay."

John pulled him down a dark hall. He lit his lighter and enlarged the flame. He started telling Remy what he told the others: about the night he eavesdropped on Magneto and Mystique.

"What you think they were plannin'?" John asked.

"Don' know." Remy began to think. "Jus' go along with it until we find out more."

He walked away from John. It wasn't healthy to think after a telepathic attack. And his day wasn't going to get any better.

Around the other corner, Anna was whispering with Mystique.

_Dammit,_ he thought. _Why I gotta keep bumpin' into them like dis?_

"Mama, Ah wanna know why Ah had to drain all of her," Anna stressed.

"Dear, you must learn to listen and obey your mother," Mystique responded. "We needed Ms. Marvel out of the way. I explained all of this before."

"Ah don't think you're tellin' me everything."

"Darling, I'm hurt."

"Mama."

Mystique sighed. "Fine. We needed her to keep Magneto in check."

"You're using me as a weapon?" Anna asked loudly.

"No, my dear, I'm just threatening Magneto with the fact that you're my child and one of the most powerful beings on this earth."

They were silent for a second.

"Baby," Mystique continued. "Nothing's going to harm you. I will make sure of it. I love you."

"I don't want to hurt anyone else."

"No one's going to make you do anything you don't want to."

The sound of footsteps walking away echoed in Remy's ears. He was tired of all the secrets the Brotherhood held.

* * *

Kitty dried her hair as she stepped out of the bathroom, a white towel tied around her body. She nearly walked into Kurt.

"Oh, sorry, Kitty," he said, keeping his eyes up at the ceiling.

"It's okay Kurt," she responded. "Watch out, the floor's a little wet."

"Thank you."

"Why won't you look at me?"

"It isn't right to see a woman you aren't married to naked."

"Kurt, I'm not naked, I have a towel around my body."

"Yes, but a towel can fall at any time."

"And anyone can take off their clothes."

He sneaked a glance at her face.

"I have an idea," she announced. "Why don't we see if Professor Xavier could let us throw a Halloween party next week? That way, you can meet people and they won't be freaked out."

"I don't know..."

"Oh, it'll be great!"

Kitty ran down the hall to her room. Kurt looked after her before entering the bathroom.

* * *

"No," Charles said once Kitty and Kurt relayed their plans to him. "Inviting the local children in her is like inviting a tiger into a rabbit farm! I am going away for a few days and I cannot allow this."

"Charles, maybe they have a point," Moira offered. "How're we gonna know there's progress if we don' let them experiment?"

"True progress is not needing to experiment."

"Loosen up, Professor," Kitty argued. "We're not the same kids who came in here a couple months ago."

"It is absolutely out of the question! And if you bring it up again, I will be forced to place you in detention!"

Kitty stood up, angry, and ran through the wall. The other kids were standing outside.

"What happened?" Bobby asked.

"We couldn't hear for some reason," said Hank.

"Professor Xavier is a JERK!" Kitty screamed before running up the stairs.

Kurt teleported into the hall.

"He won't let us have the party," he explained.

Everyone's shoulders fell and they left the hall.

"What the hell is wrong with ye?" Moira asked Charles.

"I will not be told how to deal with young mutants, Moira!"

"Of course not because ye know everythin'! Because ye know what's best fer everyone!"

"That's not fair, Moira."

"No, it's not. And that's exactly how ye'r treatin' these kids."

"What do you want me to do?"

"How 'bout you trust them, Chuck," Logan's gruff voice came from the open door.

"Why doesn't anyone think I trust my students?" Charles asked.

"Maybe it's because ye don'?"

"Yeah. A couple months ago, they were all the same: alone, confused, scared. You brought them together and now look at them. They've become closer than friends. We're a family, Chuck. You should act like it."

He turned to walk out.

"Where are you going?" Charles asked.

"You do what you have to, I'll do what I have to."

Logan left Moira and Charles alone.

"I wish ye luck on yer appointment," Moira said, walking to the door. "And Logan and I are gonna do what we can to make sure the children are happy."

Charles sat in his wheelchair. He stared at the papers on his desk, thinking of the consequences of his actions.

* * *

Betsy walked toward the kitchen. She stopped as faint sobs came from the other side of the door. Carefully, she pushed it open and saw Hank hanging from the pot rack. His tears streamed up his face down to the island in the center of the room.

"What's wrong?" she asked.

"Can't you just read my mind?" he spat back.

"It's against the rules to read minds without permission."

He lowered himself and flipped to the floor to avoid touching the island.

"Why were you crying?" she pressed.

Hank lifted his hands to show the long, sharp nails growing out his fingers.

"That's not the least of it," he said. "I'm growing hair all over my body, my teeth are getting sharper, I can smell and hear things from far away, and I'm bruising easily."

He lifted one of his shirt sleeves and showed several purple blotches.

"Have you talked to the Professor?"

"No. I'm just hoping it's an allergic reaction to something."

Hank walked out, leaving Betsy alone. She walked over to the bowl of fruit, picking out a shiny red apple. Her mind debated whether or not she should tell anyone about Hank's problems.

* * *

Charles was maneuvering himself into his black car. Moira and Logan were seeing him off.

"Oh," Charles called through the open window. "I've changed my mind. Allow the children to throw their party."

The car drove away. Moira smiled and walked back into the mansion to deliver the good news. Logan checked his watch.

"Six-thirteen," he remarked. "For a telepath, Chuck, you really are predictable."

* * *

Bobby ran around town, passing out flyers to any teenager he saw. Kitty, Ororo, and Jean were shopping for decorations and costumes and Emma and Peter picked up snacks. Betsy and Warren took to the roof again. Warren had planned a lovely picnic, but they didn't eat much. Scott and Kurt discussed the many religion-based wars they read about in Charles's library. Moira and Hank began fiddling in her lab.

After days of planning and decorating, everyone got dressed in their costumes. The neighborhood children arrived, all in their masks and costumes.

Kurt was still upstairs, putting the finishing touches on his limited costume. A knock came from his door and Kitty came in.

"You look really handsome," she said.

"Kitty, don't get mad when I ask you, but, why are you helping me?" Kurt asked.

Kitty sat on his bed, looking at her own mask.

"I was afraid of you when I first saw you," she said. "I really don't know why. But, as we spent more time together in class and training, I found out you were a really nice person. I just want to be friends."

"Then, we'll be friends."

They smiled at each other.

* * *

Downstairs, Logan walked back to the Detention Center. He dropped his beer when he noticed Sabretooth's cell was empty.

"Uncle Logan, look out!" Davey called.

Logan turned around and a dark shadow lunged over him.

* * *

The crowd poured in. The music blared loudly and conversation was loud over it. Most of the guests took to a masquerade like the X-Men, but others just seemed to come for the free food. Kitty and Kurt came down, Kurt was wearing a swashbuckler outfit and told everyone he was a demonic Errol Flynn. Kitty dressed, quite ironically, as a black cat with a glittering black mask. Ororo and Emma wore similar dresses with their masks and Betsy's dress was sleek and purple, like her mask. Jean wore a flowing green gown and a white mask. The men were quite dashing. Scott and Peter had similar black suits and white masks. Bobby was posing as a young, masked Hugh Hefner. Warren was a masked angel and Hank wore a white labcoat with a navy mask.

"We need something to put in the punch," Bobby whispered to Betsy.

She smirked and replied, "I'll see what I can do."

The elevator whirred as it lowered Betsy to the basement. She remembered from Logan's mind that Charles kept a wine room on the other side of the sublevel.

The light in the cellar flickered, giving Betsy the "scary movie" feel. She knew, in the back of her mind, that she shouldn't feed mutants and humans alcohol, but she searched for the bottle of vodka she knew Logan hid in there.

Some bottles shifted, clicking together. Betsy turned and found no one behind her. She reached her hand behind the automated wine chiller and came up with a large bottle of vodka. A large hand gripped her wrist hard.

She looked up at Logan's eyes. They were black, swirling with energy.

"I'm so sorry, Lo—what's wrong with your eyes?" she asked.

The black energy shot from his eyes into Betsy's.

* * *

The party raged on upstairs. No one knew of the attack on Betsy.

Ororo was sitting on the couch, watching people dance and talk and kiss. Jean plopped down beside her.

"This is some party," she enthused.

"A bit too much," Ororo responded.

"Are you okay? Is this too packed?"

"No. I mean, there are a lot of breakable, expensive things here."

"Peter moved all the really valuable things into the library and Dr. Kinross closed it off. Hey, let's dance."

Jean pulled Ororo off the couch and they began to twist to the music. Eye lingered on them and almost everyone was male. Jean grabbed Kitty and she began jumping around with them. Emma joined in and almost every guy's jaw dropped.

Scott dropped his cup of punch. The world seemed to go black and a bright pink light was the only in its existence. The light radiated from Jean. And she was coming right toward him.

"Come on," she panted. "Dance with me."

"I don't think so," responded Scott.

"Why not?"

He leaned in and whispered, "I can't dance."

"It's not that hard. Just twist your hips and bounce up and down."

She pulled him to the center of the common room. They danced, their skin in constant contact. Scott noticed the other girls had grabbed a few men of their own. Ororo twirled with Kurt, Kitty and Peter jumped, and Emma was doing some dance with one of the locals. Everyone joined in by then.

The music changed to a slower song.

Jean moved away, slightly.

"I told you you could dance," she said.

"Did you want to dance to this song?" he asked.

"Only if you want to."

He pulled her closer.

"I want to."

They swayed side to side—it was better than the grinding Emma was doing to the local—getting closer and closer.

Scott looked into Jean's eyes through his ruby-quartz mask. He leaned his head to one side and Jean to the other. Their lips met and a spark ran through their bodies.

Warren moved with a girl who called herself Candy Southern. Betsy walked over.

"Hey, Babe," Warren greeted. "This is Candy."

"Hi, how are you?" Candy offered a hand.

Betsy took it and the black energy spread to Candy. Then, Betsy kissed Warren and it spread to him.

The three of them made their way to the crowd. The energy spread fast in the humans. Betsy stroked Hank's cheek and he was infected.

Jean stopped dancing.

"Something's wrong," she said.

"What?" Scott asked.

"We have to get everyone out of here."

Scott ran to the radio and Jean ran over to Kitty and Ororo.

"Something's wrong," Jean told them.

She turned and saw a hand reach toward her. Her pink shell wrapped around the five of them. The music cut out and she remembered Scott. She looked over at him and saw Warren lowering down on him. She tried to create a shield around him, but he was too far. Scott was infected.

A hand grabbed Jean and she fell through the floor. The five of them landed directly in front of the Danger Room door.

"What happened?" Peter asked.

Jean continued to stare at the wall. "Something's attacking us."

"A disease?"

"I don't know."

Kurt looked around.

"I believe we should find some place to hide," he offered.

They looked where he was looking and found Logan in the shadows. He lunged at them, passed through Kitty, and got his hands wrapped around Peter.

Kitty phased through the door to the Danger Room. Jean opened the door as Peter shifted to his metal form and the blackness crept slowly up his body. Ororo and Kurt ran in after her. She locked the door.

The four of them sat in the corridor to the Danger Room.

"What are we going to do?" Ororo asked.

Kitty cried.

"The Professor will be back tomorrow," Jean told them. "We should try to wait out until then."

"You think he'll be able to get rid of whatever it is?" asked Kurt.

Jean didn't answer.

Pounding came from the door. They knew Peter was trying to get in. They ran to the Danger Room, immediately regretting they did. Once Kurt got in, the door sealed shut. The floors and walls shifted and began closing in on them. Ororo's heart beat faster. She created wind after wind trying to push the walls back, but it wasn't working. She pulled the ruby out of her pocket and clutched it tightly, closing her eyes.

She felt herself being pulled backwards by a hook behind her navel. Her stomach twisted and turned and a horrid stench filled her nostrils. When she opened her eyes, she was in Kurt's room. Piles of books covered the floor and tables. His bed was made and he had a poster of the Munich Circus on the wall.

Kurt released her.

"Careful, first teleportations cause people to vomit," he told her.

He passed her a wastebasket which she spewed punch and chips in.

* * *

Kitty and Jean ran through the crowd, intangible and telekinetically shielded. They nearly fainted when they saw the upper floor. The library was still sealed, but whatever furniture that was still there was a pile of broken mess.

"What are we going to do?" Kitty asked.

"We have to contact Professor Xavier," answered Jean.

They ran through the empty entrance hall toward Charles's office. There, they found Emma sitting on his desk. Her eyes were black like everyone elses.

"Looking for something?" she asked.

"You talk?"

"We all can talk. Only some aren't worthy the power of speech."

"Who are you? What do you want?"

"Open your mind, Jean."

Jean felt a powerful sting in her mind. She knew a telepathic attack from a mile away. But, this time, something snapped. The minds of everyone in the house swirled into hers. She would've passed out if she hadn't already been through this process before at ten times the strength.

She focused on the stinging and pushed it back.

* * *

Jean was standing in a desert. No. She was in Egypt. Behind her was a small house. She looked inside and found a small family: a dad cooking, a mom talking on the phone, and a little girl with white hair. Ororo.

The mother passed her the ruby and a loud whistling came from above. Jean dove aside as the house blew up. She ran into the rubble and found a large man with a fez shuffling through the rubble. He picked up Ororo and ran off with her.

The scene shifted and Jean was standing in a large, darkly lit room. The man in the fez was sitting behind the desk. Ororo lowered money on the desk. The man was angry. He moved to swat Ororo when the door burst open and Charles walked in. The two men argued, though Jean couldn't hear anything.

She was standing in a purple place that was here and not here. She knew it was the Astral Plane. A white form she knew as Charles fought with a black shadow she knew was the man with the fez. The shadow put up a good fight, but Charles won.

Jean was back in the large room. The man with the fez disappeared and Charles walked away with Ororo. Only one name penetrated her mind: "Shadow King."

* * *

She was back in Charles's office and Emma had disappeared.

"She ran away," Kitty told her.

"Let's find that number," Jean suggested. "I know who we're dealing with.

* * *

The "zombies" stomped downstairs. They moved past the wine room to a round door with a large "X" embossed on it. Betsy and Emma try to open it.

"Hey!" a voice came from behind them.

The "zombies" turned around and found Jean, Kitty, Ororo, and Kurt standing there.

"I don't know what that room is, but you'd better step away from it!" Jean warned.

Betsy and Emma laughed.

"Scott, I love you," Jean announced, receiving odd looks from the others. "I've loved you since I first saw you. And I know you love me. Fight it. Remember our kiss. Fight it."

Scott stopped. He clutched his head in agony and released a scream. Peter and Logan touched him to spread the Shadow King's influence again. Scott looked at them and released a blast of crimson energy from his eyes. The flew into the other wall.

He ran over to the others.

"What's the plan?" he asked.

"Hold my hand," Jean told him.

The five of them clasped hands.

"Brace yourself."

A surge of energy flooded through their bodies.

* * *

They stood on the Astral Plane, still holding hands. Before them was the dark shadow Jean had seen in the memories of Shadow King.

"You foolish children are no match for me!" Shadow King gloated.

"What do you want, Ahmal?" Ororo asked.

"Ororo. It's been too long."

"Answer her," Kurt ordered.

"Got confidence now, Demon? I want what I've been doing. I want control over everyone in the world."

"What's behind that door?" Scott asked.

"Charles didn't tell you?" He clicked his tongue against his teeth.

"He will," Jean said. "But after he helps us get rid of you."

A white energy flew from her head and formed the shape of Charles Xavier.

"Hello, Farouk," Charles said.

Shadow King tried to run away, but it was no use. A white sword form in Charles's hand and he sliced the shadow. It dissolved.

* * *

They were all lying in the common room. The sun was beginning to rise. Moira was checking Jean's pulse.

"I'm okay, Dr. Kinross," Jean told her, sitting up. "Did we do it?"

Moira pressed her finger to her lips. Jean noticed the local kids were still around.

"Charles liked how ye handled ev'rything," she whispered. "He'll like te talk te ye when he get back."

Jean nodded.

"Where were you?"

"I was in my lab," Moira answered. "It's psi-shielded, so I was safe there."

They woke everyone up and sent the locals home.

"Best. Party. EVER!" several of them said.

Kitty tended to Peter's aching back and Ororo thank Kurt for helping her.

Charles arrived while they were cleaning. He relieved them of their duties, telling them they deserved a little break.

"That was some power, Jean," Charles said, once they sat in his office.

"Shadow King shattered one of my barriers," she told him.

"I know. And you didn't go insane."

She looked at her hands in her lap.

"How about I leave that barrier down? Let you explore telepathy."

Jean smiled, "I'd like that."

"You were right, Jean. I should stop treating you like children. It's only been a few months and you've progressed _so_ much. I believe you're all mission worthy."

"Really?"

"Yes. That's where I was all week. I went to investigate the claims of mysterious disappearances. I'd like you to lead the mission."

Jean stood and walked over to the window. She saw the boys and Logan carrying bags of cement and metal poles to the back of the building. Her eyes lingered on Scott, leading the pack.

"I'm flattered, Professor," she said. "But I believe that should be Scott's position. He was the only one to break the effects of Shadow King. All I did was put up a shield and run around. He's the real leader."

"I agree, Jean."

Charles wheeled behind her.

"I hope you two aren't going to be like Elizabeth and Warren."

Jean smiled. Then, she remembered something.

"What was behind that door Shadow King wanted?" she asked.

"How I found all of you," Charles responded. "Cerebro."

* * *

Stay tuned for the X-Men's first real mission.


	6. The Girl with the Green Hair

Peter and Jean smiled as the fruits of their labors were arriving at the gate of the Institute. The brown UPS truck pulled up. A round man with a thick mustache stepped out.

"Xavier's?" he asked, pulling the stylus out of the tablet in his hand.

"Yes," a gleeful Jean responded. "Peter, can you get the boxes?" She took the stylus and began scribbling her name.

"Is it just you two?" the man asked, eyeing the mansion. "The three of us won't be able to carry them in by ourselves."

"Don't worry. You just take them off the truck and we'll do the rest," answered Jean, passing back the tablet.

The fat man lifted as many boxes off as he could, though still not as much as Peter, and left uneasily.

"He seemed really anxious to get inside," Peter mused, throwing half the boxes onto his shoulders.

Jean lifted the rest telekinetically.

"Hardly anyone has seen the inside," she told him. "The house is about as old as Salem Center. He was just curious."

She closed the gate and punched in the locking code. They walked inside, both with big smiles on their faces.

Everyone was gathered in the common room.

"The new outfits are in!" Jean proclaimed.

She and Peter passed out the twelve boxes to the respective recipients and to themselves. Together, the X-Men opened their boxes and peaked at the uniforms they were given.

Ororo marveled at her African-inspired outfit. The top was a strip of black fabric that wrapped around her chest with a pair of black gloves and a silver cape connected to the top. The bottom was a matching black skirt with a slit angling down from her right thigh. A pair of black boots, a silver chain belt made of X's and a silver headband completed the outfit. Underneath it was an altered version of the first outfit made for cooler weather (the top was replaced with a sweater without shoulders and a pair of black leggings) and a thick winter coat with a red X over the left chest.

Everyone seemed to have the coat, but the outfits were all different.

Warren had a white and blue raglan shirt with a gold halo over the chest. His black belt had a silver X buckle. Blue jeans and black boots completed the ensemble. His alternate added a dark blue hoodie. Peter's outfit consisted of black and silver track pants, black boots, a white tank top with a red X over the left chest and black gloves. He didn't have an alternate because his metal form didn't get cold. Emma had a strapless white dress, gloves, and boots and a silver X necklace. Her alternate added a white faux-fur coat. Kitty had a dark blue shirt with a red X over the across the chest, dark blue skirt, and black Converses. Her alternate added a black jacket with a gold X over the torso that resembled their previous uniforms and blue jeans.

Bobby's box contained black and blue swim trunks with an X in on the band and a blue T-Shirt with a silver X across the chest, a black Yankees cap, and a pair of blue jeans. Jean had a short black skirt, a green top with a red X over her chest, and black knee-high boots. The alternate replaced the shirt with a green sweater Betsy's outfit was a pair of blue cutoffs, a purple leotard with a gold X over her left chest, black boots, and several purple bands fitted around her arms and legs that mirrored her former uniform. A black acrobatics unitard with the red X on the left chest awaited Kurt. He didn't have an alternate.

"Where is the other?" he asked Jean.

Charles wheeled toward Kurt.

"I had a chat with Tony Stark," he told him. "He devised a little invention for you."

Charles handed Kurt a thin watch.

"It's an Image Inducer. It's just a prototype, but you'll be able to use it for a few hours a day. It's only to be used for when you leave the mansion to deal with people. So you won't need it for this mission."

Kurt tied the watch around his wrist.

"I don't think I'll need this," Hank stated, holding up the khaki hiking shorts and longsleeved shirt. "I'm not joining the X-Men."

"Why not?" Bobby asked. Since Hank arrived at the Institute, the two of them became very close.

"I think my talents are best used in the lab with Dr. Kinross."

"That's fine, Henry," Charles said. "No one is going to force you to do anything."

"You've been quite, Scott," Jean said.

Scott held a strip of silver plastic in his hand; ruby-quartz was placed into it and stretched the width of his face.

"I never had new clothes," he said.

"What?" Jean asked.

"All my clothes were borrowed or were left over at the orphanage. This is the best gift anyone could give me."

He hugged Jean and ran out of the room with his box only to return a few minutes later wearing his new uniform. He wore a tight black T-shirt with a silver X over his left chest, black gloves, cargo pants, and a utility belt with an X buckle.

"When's the briefing?" he asked, fitting the visor over his eyes.

* * *

They all sat in Charles's private jet. Logan stepped on board.

"Buckle up," he said, heading to the cockpit.

"You're not...flying us...are you?" Bobby asked.

"Heh. I been usin' things like this since you were in diapers, kid."

Logan moved to sit behind the controls when Jean called him. He turned and she held the last box in her hands.

"You're a part of the team," she said. "Peter and I made you a uniform too."

Jean handed him the box and he pulled out the black shirt with three silver tiger stripes on both sides.

"Thanks, Red," he said before closing the cockpit door.

Jean sat beside Scott and buckled her seat belt. She grasped his hand. Scott was afraid of flying since his parents died in a plane explosion, leaving him and his younger brother, Alex, orphans. Jean wondered why she was the one to comfort everyone when they were forced to do what they feared.

The plane took off on schedule and flew across the country toward Hawaii.

The island of Krakoa was a paradise. Just off the coast of Oahu, the tiny island was home to fifty people before they all went missing. Kurt reread the report. Charles suspected a mutant as the cause of the missing people. Kurt prayed they could find something without hurting anyone.

Logan lowered the jet onto the small landingstrip. He exited the cockpit, dressed in his uniform. The black and silver shirt fit as snugly against his muscles as Scott's did his; a silver X on his left chest. His jeans were nice and loose and he wore a cowboy hat and brown cowboy boots.

"Let's ride," he said.

* * *

They all rode on four-wheelers toward the center of the island, Logan led the pack with his own motorcycle.

When they reached the volcano, Logan decided to make that base camp. Kitty walked around after helping Emma set up their tent. She marveled at the beautiful plant life, but wondered about where all the animals were.

"Where do you think this mutant is?" Bobby asked, sitting a good distance from the fire.

"Professor Xavier said he couldn't get a lock on it," Warren answered. He spread his wings before wrapping them around himself and Betsy. "I wonder what their powers are."

"You kids better eat and get some sleep," Logan said. "We're spreadin' out at dawn."

"But that's like...nine," Bobby protested, counting on his fingers.

Logan ignored him and fell into his tent. Snoring came out almost instantly.

Ororo and Jean followed him as did Kurt and Scott. Kitty slid into her tent with Emma. The last to sleep was Bobby. He checked his watch, shot a thin layer of ice to put out the fire, and fell into the tent he shared with Peter.

* * *

The sound of metal pounding on metal filled everyone's ears. Kurt teleported out the tent and saw Logan beating a skillet with his claws. They were already dressed—no one packed for the night. The sky was tinged with a little light as the sun was about to rise. Logan threw eggs and bacon he brought on the skillet and placed it on the rack over the fire. The sizzling was the most delicious sound their ears registered.

"Kitty and Red, gather some of those fruits off those trees," he ordered.

Kitty and Jean ran to collect acai, passion fruit, coconut, dragon fruit, and mandarin oranges.

"Hmm," Jean said.

"What?" Kitty asked, phasing a coconut down.

"Some of these fruits grow in different places," explained Jean. "It's curious they're here."

As they brought the fruit back to camp, Logan was already distributing the bacon and eggs.

"You kids need to come up with codenames," he advised.

"Why?" asked Emma.

"If you're going to be heroes, then you can't let everyone know your name."

"What's yours?" Peter asked.

Logan fingered the dogtags he always wore around his neck.

"Wolverine. Your alias can be anything from your mutation to your appearance to your personality. It's good to have one in your pocket. You never know when it might save your life."

"Iceman," Bobby muttered.

"What?" everyone responded.

"I wanna be Iceman."

"But you can't even coat yourself in ice," Emma pointed out. "You're more like Frosty or Snowman."

"I'm Iceman," concluded Bobby.

"You don't have to come up with them right now," Logan said. "Eat up. We need to leave in two minutes."

They quickly gulped down their food. Their minds were only on their codenames.

* * *

Logan paired them off and trekked up the volcano himself, leaving the kids to pack up the camp.

Kitty and Peter rode around the volcano where they found a cave. They parked their four-wheeler outside and walked into the cave. Kitty shivered as she got a creepy feeling from the cave. Stalactites and stalagmites were formed a little way from the entrance. They seemed to form a set of teeth.

Traveling past Kitty and Peter were Betsy and Kurt. Logan decided they needed no distractions. They investigated the small clutter of houses at the edge of the beach. The water brushed against a stone pier. To Kurt, it looked like a tongue, but Betsy felt it resembled something that reminded her of Warren.

Emma and Bobby rode deep into the jungle on the other side of the island. They walked past several moss-covered boulders that looked frightful. Bobby tried to call monkeys to them, but nothing came.

And Scott and Jean found a beautiful lagoon that sparkled in the rising sun. Nothing seemed out of the ordinary. But, just as they were about to leave, the water began to bubble. Jean turned around and a creature coated in mud from the bottom of the lagoon started walking toward them.

Scott fired a beam from his new visor and it passed right through the creature. Two more walked behind the first.

"Scott, any plans?" Jean asked.

"Run," he uttered.

Logan walked around the edge of the volcano. When he looked down, expecting to see molten lava, he found a group of fifty or sixty people. Vines attached themselves around their bodies and another sent lumps of something from their necks. The skin on their bones began shrinking as the vines drained them.

The boulders crunched as they ran after Emma and Bobby.

"Telepathy's no good on them!" Emma screamed.

"And they'll just break through all the ice I throw at them!" Bobby returned.

The pier wrapped itself around Kurt and Betsy, dragging them toward the cave. Peter and Kitty were passing through the "teeth" when they heard the stone scrapping toward them. The teeth slid into the ceiling and floor of the cave. The mouth was opening.

Jean and Scott collided with Emma and Bobby at their formal campsite. The boulder and mud creatures continued to race after them.

"Bobby, freeze the mud ones," Scott ordered.

Bobby and Scott began running backwards. Jets of ice and energy shot at the front creatures. The mud one froze into a single form. The boulder one shattered instantly. They continued shooting until they were all dealt with.

"Yeah!" Bobby exclaimed slapping hands with Scott.

"We're not done yet, Iceman," Scott said. "There's something seriously demented about this place."

As he finished speaking, several vines wrapped around his ankles and hoisted him into the air. He was snapped into the air so fast, he couldn't push the button on his visor.

The next vine wrapped around Emma's arms and pulled her up. Jean extended her shield as the third vine came to her. Bobby shot ice at the fourth, but a fifth snatched him from behind.

Kurt held onto Betsy's hand and teleported with a soft BAMF. The tongue continued to slide into the cave/mouth. Peter and Kitty ran along the cave until they found the lava.

"Digestive tract," Kitty murmured.

"You mean—?"

"Yeah. I think this island's alive."

Warren and Ororo flew above, looking for the villagers.

"What'll be your name?" she asked Warren.

"I think my name's already been picked."

"What, Angel?"

"Yeah. What about you?"

"I like Storm."

"Isn't that a bit too obvious?"

"But that's what Logan said. It could be a representation of our powers. I create storms."

"Wait!" Warren cried.

He looked down and saw the others fighting the island.

"What are we going to do?" he asked.

"We're gonna help," Ororo responded.

Clouds rolled over their heads and lighting shot down at the vines holding Emma and Scott.

A larger vine shot up and wrapped itself completely around Ororo and Warren, pulling them down into the volcano. Logan jumped onto it and began clawing away. Before he could free them, the vine burst open and plastered the three of them against the wall with the inhabitants. They felt their lives slipping into a new vine.

Kurt and Betsy appeared just outside of the cave.

"Can you get a read on anything?" Kurt asked.

"No. Just a lot of screaming."

The earth shook beneath them and they fell into a deep chasm only to end up plastered beside Warren and Logan.

Peter shifted to his metal form and looked across the pit of lava. There was a small opening.

"If we can get over there—"

His thoughts were lost when Kitty grabbed a hold of him and they plunged into the lava. It tickled their skin as they were intangible. They couldn't breathe, but Kitty mounted Peter's back and he swam toward the other end of the pit. Once there, he threw his hands into the wall and began to climb. Once they got to the hole, Kitty released him.

Scott cut down Bobby as another vine grabbed him and tossed him into the air toward the volcano. It did the same to Bobby and Emma. They lashed at Jean's shell.

_Enough,_ she thought. Her mind shot out and sliced the vines. She created a series of telekinetic platforms leading up to where her friends were thrown.

Jean, Peter, and Kitty arrived into the center of the volcano. Their friends and the locals were slowly being drained. Jean used her new power of telepathy and called out to Charles.

_I'm here, Jean,_ he answered.

_Professor, what are we supposed to do? It's too much!_

_Concentrate, Jean. Now that I am with you, I see there are two mutants._

_Who?_

_The first one is the island. The second is the girl with the green hair._

Jean looked over and saw a girl with a vine in her neck. Her green hair covered most of her face.

_What can she do? _she asked Charles.

_Help her and she will help you._

Before Jean could do anything, a vine attached to her neck and pulled her beside Scott.

"Kitty!" she screamed as her life was drained away. "Get the girl with the green hair."

Kitty ran toward the girl.

"Kitty!" Peter screamed, lunging behind her.

Kitty turned around and saw him in his flesh form with a vine in his neck. He risked himself for her. She grabbed the girl, pushing her intangibility to her as she did Peter, and pulled her from the wall. The vines shriveled and turned brown.

The girl opened her eyes.

"Wha-what happened?" she asked, feebly. "Where am I?"

"You're on Krakoa," answered Kitty. "What's your mutation?"

"Magnetism," the girl answered.

The girl was too weak to do anything.

Keeping a hand on her, Kitty reached and grabbed Emma. New vines tried to catch them, but passed right through them.

"Emma," Kitty patted her face. "Emma, wake up."

Emma's eyes shot open.

"I need you to focus your energy into this girl."

"Why?" Emma asked.

"She can change the magnetic pull of this place."

"Is she that strong?"

"What other choice do we have?"

Emma focused on the girl, keeping skin contact with Kitty as she grabbed Jean. Jean pulled a telekinetic shell around them and Kitty began pulling everyone else out. Betsy added to Emma's power, Ororo charged the air with electricity to enhance the magnetism. Scott shot at the vines and whatever else came toward them along with Bobby shooting ice. Logan and Peter crushed everything else.

The air shimmered and everyone turned to the soft green light emitting from the girl's eyes and mouth.

"Kurt, teleport everyone to the plane," Scott ordered.

Kurt began grabbing people, two at a time, and teleporting away. Kitty did the same by phasing people out. They both were close to exhaustion as they came back for the final trip.

"Go," the girl said.

"We're not leaving you!" Scott called.

"I won't be gone long. I'm sending this piece of shit to the moon."

"At least tell us your name," Bobby called.

"Lorna," she said. "Lorna Dane."

Kurt and Kitty grabbed their teammates and they were out. Logan flew the plane to Oahu and they watched as the island rose into the air. Vines tried to wrap around Lorna to stop her, but she was surrounded with magnetic energy.

She smiled as the island broke through the atmosphere. The vines choked and died. Krakoa orbited around the earth and Lorna Dane fainted, orbiting behind it.

* * *

"I don't deserve this position, Professor," Scott said as the X-Men stood in his office.

Charles laughed, "That's _why _you deserve it, Scott. Although you haven't gotten the mutant responsible or the victim mutants, you saved the lives of fifty humans."

"I just don't believe we should be getting awards."

"Just enjoy it, Scott," Warren advised.

"Not only is Hawaii on the defense of mutants, but New York is seeing us in a positive light. Plus a private investor has expressed wishes to fund our cause."

Most of the X-Men smile.

"But, why can't Logan be the leader?" Scott asked.

"Because, I'm just here to provide backup. I'm not going to always be here," Logan answered.

Jean placed a hand on Scott's shoulder.

"And, as your homework, I'd like for you all to come up with _good_ codenames."

They all left his office, joy and regret filled their hearts.

* * *

A man in a dark suit walked into a large factory room. His purple shirt was buttoned all the way up and tied with a thick black tie.

"Mr. Trask," one of the people working in the factory greeted.

"How is my project, Hodge?" Bolivar Trask asked.

Cameron Hodge, dressed in a similar suit with a yellow shirt, passed him a clipboard.

"It's disgusting they gave them medals," Cameron spat. "They destroyed a beautiful island!"

"Yes, Hodge, they are a travesty to the world. It's high time we show them we're not going to lie down and take it."

He stared across the factory floor and looked into the glowing red eyes of the monstrosity Trask called Master Mold.

* * *

I know there's no Brotherhood in this one, but fear not. They'll be here and Magneto's plan will become clear soon.


	7. Sentinels

Magneto rose through the empty elevator shaft to the floor inaccessible anywhere else. Blue sparks illuminated the room.

"How's my machine coming, Mr. Jeffries?" he asked, stepping onto the metal floor.

"A lot better if I could use my powers," a soft voice said.

Madison Jeffries was a nice looking man with gray streaks in his sideburns. His eyes were beady from years of limited light. His beard grew in scraggly and his clothes were disheveled. A strip of metal bound his neck.

He was working on a large machine with some kind of generator attached to the back.

"Do you have enough resources?" Magneto asked.

"As many as I need," Madison responded.

"When will it be finished?"

"I don't know."

"Estimate."

"A few months."

"It's already December. I need it by the new year."

"I said a few months."

"Are you getting an attitude?"

The strip of metal around Madison's neck tightened. He gagged an apology and Magneto let him go.

"Have it done by January," Magneto ordered as he left the room.

Madison tinkered with the machine.

The shadow beside him shimmered and Mystique walked into the light.

"What is it?" she asked him.

Madison fell off his stool.

"Where the _fuck_ did you come from?" he asked.

"That doesn't matter. What is this for?"

"Why don't you ask your fucking boss?"

Mystique pulled out a gun and aimed it at Madison's head.

"I don't know exactly what it does, yet," he told her, eyeing the gun. "But I know it has to do with Magneto's power. If I'm right, he's using it to focus his magnetism...somewhere."

"If you're lying, I'll introduce you to my daughter."

Mystique slid her body down the elevator shaft. Madison felt a warm trickle against his leg.

"Fuck!"

* * *

Anna waited in her room for Mystique to arrive. She decided to find out who her father was and if he was one of the voices in her head.

The TV was on the news. Trish Tilby, who had been promoted to anchor, was delivering a report about the X-Men.

"Since their rescue of the inhabitants of the island of Krakoa," Trish said, "the X-Men have proven themselves true heroes time and time again. In the past month, they've defeated mutant terrorists, such as the Vanisher and Unus the Untouchable, and inspired new heroes to come out and defend their neighborhoods. Yes, Spider-Man and Daredevil are among the few heroes to surface after the X-Men. Though heroism comes with its downfalls."

The broadcast shifted away from Trish to a previously recorded interview.

The snow was thick in Central Park. Bolivar Trask, as the caption read, was standing behind the podium giving his speech.

"—And mutants will bring down the very world on which we live one!" he exclaimed. "You saw they sent an entire island into outer space! And where are the former residents supposed to live? Mutants use their abilities without realizing the consequences of their actions! As humans we must drive out the infection that is mutant!"

The crowd cheered and TV turned off.

Anna turned around and saw Mystique pointing the remote at the TV.

"Stop watching that nonsense," she said. "What did you want to talk about?"

"Who's mah father?" Anna asked.

"What? Why would you want to know something like that?"

"Answer me." She stepped forward and Mystique stepped back. "Are you scared of me?"

"No, darling, I was just surprised."

They stared at each other for a fraction of a second before Mystique continued. In that short time, Anna saw her mother's gears turning.

"I became a man and impregnated Irene," Mystique said.

"You're lying."

"How do you know?"

Anna slipped off a glove. "Ah can always find out."

"You're father is a strong man. We fell in love in Paris." She sat on the bed, her mind full of memories. "I was an assassin back then. I know, that's not something everyone wants to hear their mother say, but it's true. He was a spy for S.H.I.E.L.D. I remember he smelled like sweat and pine trees."

"Ew," Anna responded.

"No. It was nice. I met him outside the Louvre. We felt instant attraction. We went back to his room and...you can imagine the rest."

"Not that I want to," muttered Anna.

"Nine months later, you were born. I never thought of contacting your father."

"Who is he?"

"He's Wolverine."

"Who?"

"One of the X-Men."

* * *

Bolivar Trask walked into his factory, Cameron Hodge walking behind him.

"So, what's next on our agenda?" Hodge asked.

"We move forward," answered Trask.

"But, Sir, what about the senators?"

"Fuck the senators. Senator Kelly might be on our side, but he's not enough to persuade the others. They're just going to do what makes them look better. We're moving forward; show them how to get things done." He leaned against the yellow rail, looking down at the feet of Master Mold.

"Ya-yes sir."

Hodge walked down the stairs and began punching in a code. The massive robot's red eyes began to glow bright red and its mouth opened. A smaller purple and black robot slid out, landing at Master Mold's feet. A beam of light directed at the base of the new robot's head, causing its eyes to light as well.

"Eradicate all mutants," the new robot said in a robotic voice.

Another robot slid out Master Mold's mouth and another until a small army stood before Hodge and Trask.

"Perfect," Trask said. His eyes narrowed menacingly.

* * *

Jean flew through the sky along with Ororo and Warren. They donned black masks to hide their identities. Below, a black Jeep sped through Manhattan.

"So, what are we going after?" a voice asked in Jean's ear.

"A mutant caused a fire at the hospital, Bobby," Jean answered.

"What hospital?"

"Bellevue. Primarily the psychiatric ward."

"The insane?"

"Bobby, have some courtesy for the mentally challenged. After all, you're one of them."

Everyone laughed.

Bellevue Hospital was covered in a raging fire. Ororo threw her hands in the air and called a small rainstorm. The fires died a little as the other X-Men arrived in the Jeep. Bobby got out, his body coated with ice, created a strip of ice and slid up to the top of the building and down again, shooting more ice at the fire.

"All right, X-Men, let's get in there," Scott, Cyclops, ordered. They pushed the buttons on their masks, visor in Scott's case, and they extended into self-contained breathing apparatuses, a new feature their private benefactor paid for. Peter, who chose the name Colossus, was in his metal form and didn't need his mask. He punched down the door and led the others inside. Ororo and Bobby stayed out to try to put out the fire.

Betsy, Emma, and Jean—Psylocke and Marvel Girl respectively (Emma couldn't come up with a name)—searched telepathically for the patients. Scott and Peter smashed down walls so Kitty, Shadowcat, and Kurt, Nightcrawler, could take the patients outside. As soon as they got out, Warren flew them to the ambulances so Kurt and Kitty could go back in.

Betsy came to a room. Only one person was sitting in the corner opposite the door. The flames kept a good distance away.

"Hi, I'm Psylocke," Betsy introduced. "I'm here to help. Give me your hand and we'll get you out."

"Hi, Psylocke, I'm Kwannon," the girl responded. She was Asian with dark black hair. "The fire was started by my friend."

"Kwannon, I need you to come out with me."

"The fire won't hurt me."

"What do you mean?"

"I'm a mutant like you."

"Well, I'm here to help. That's what I do. Just come out of the room."

The ceiling creaked from the weight of the upper level.

Kwannon took Betsy's outstretched hand, an odd sensation tingled up her arm, and she pulled her out of the room just as the roof caved in.

Emma and Scott entered a similar room down the hall. The fire seemed to pour from the body of a Japanese boy with a shaved head.

"I'm not crazy, I'm not crazy, I'm not crazy," he continued to mutter to himself.

"Are you Shiro Yoshida?" Emma asked.

The boy looked up, his eyes full of fire.

"Who are you?" he asked.

"We're here to help you."

"How?"

"We're the X-Men," Scott explained. "We help mutants like you."

"I'm not crazy," Shiro responded.

"We know," Emma said. "But you have to stop the fire."

"They wouldn't stop talking about me. I could hear them at night. They thought I was one of those crazy mutants. Then, the fire burst out of me."

"Please, Shiro, turn it off."

"I can't," he said.

Scott pressed a button in his visor and said, "Marvel Girl, Colossus, we need your help."

Jean and Peter entered the fiery room.

"Colossus, get the boy," Scott ordered. "Marvel Girl, focus a force field around him to the fire won't spread."

Jean focused on Shiro. A telekinetic shell wrapped around the flames and encased the boy inside a thin capsule. Peter hoisted the capsule into his arms and carried him outside. Immediately, the fires seemed to die down.

"Okay, team, let's finish up," ordered Scott.

"Cyclops," Ororo said in his ear. "We have a problem out here."

They all ran out with the last of the patients. The crowd cheered a little, but Scott's eyes were on the large robots towering over them.

"Stop, mutants!" one said. "You are wanted for questioning."

"What they do?" one of the citizens asked.

"None of your concern, citizen," another robot said.

"What are you?" Scott asked.

"I am Sentinel," the first one said. "It is my job to make sure mutants do not cause harm to humans."

"They're saving us!" another citizen screamed, leading to a lot of cheering.

"Stop, citizens!"

"The mutants are to come with us."

"You still haven't told us why we're coming in for questioning!" Emma called.

"That is irrelevant."

"No it's not," argued Bobby.

"Mutants do not want to come peacefully," one robot said to the other.

Another asked, "How shall we proceed?"

"Eradicate all mutants in general vicinity," the first ordered.

The three Sentinels lifted their hands, showing large holes inside of them. The holes began to glow and balls of red light shot toward the X-Men. They scattered, pulling people with them. The red balls left a large gaping hole, taking out a chunk of the hospital.

"X-Men, defensive maneuver: 4J7!" Scott ordered.

"The one time we don't have Wolverine," Warren moaned as he banked left and glided around the head of one of the Sentinels. It turned and shot a beam of light shot from its eyes and clipped the tip of Warren's wing. He spiraled down to the ground. Peter caught him.

"Emma, take the citizens and get out of here!" Scott ordered.

Emma ran, sending a telepathic command to everyone to move. She sent another to Charles.

_Logan's on the way_, he responded.

But something stopped Emma. She felt a small pull in the back of her mind. When she looked around, she saw Kwannon with Betsy. Betsy was trying to get the girl to run, but she just stood and watched the Sentinels shoot beams at the scurrying X-Men.

_Come with me,_ Emma thought at the girl.

_No. I have to be here,_ the girl thought back.

_I don't want to force you._

_Looks like you're going to,_ Betsy told her.

Emma sent her mind into the girls. She could see through her eyes, feel her fingers and toes, and hear the crunching of the Sentinel's foot about to crash down. Emma moved Kwannon's body to run toward hers. Betsy dove to the other side as the foot crashed down. Emma and Kwannon got into the Jeep safely.

Jean was on protective duty. She kept Shiro in his capsule and placed a dome around the both of them. Scott was standing beside her, shooting eye blasts at the robots. They're armor took several blasts to get through.

Bobby created a wall of ice between his teammates and the giant robots. The shattered whatever he created with a wave of their hands. Ororo tried lightning, but, like Scott's blasts, it took a while to get through. Betsy and Peter's powers were almost useless.

Kitty looked at the robots and got an idea. She ran to one's leg and phased inside, a small spark shocked her. She climbed up the leg, the shocks tingling as she climbed, until she reached what she assumed was the chest cavity.

There were hundreds of gears and wires and metal rods whirring in unison as the robot moved. Kitty quickly phased her hands through several wires. The wires began to pop and sparks flew out. The gears and rods moved faster and faster. Above her head, something blew open a hole and she climbed out. The head of the Sentinel was gone and the body was beginning to fall. Ororo grabbed Kitty's hands and they flew into the air as the Sentinel crashed and exploded, blowing chunks of hot metal everywhere.

Logan finally arrived. His motorcycle skidded to a halt and he flew at another Sentinel's leg. His metal claws sliced through it like butter.

"Colossus!" he called. "Throw me at the chest!"

Peter grabbed the back of Logan's shirt, lifted his perfectly straight body, and threw him like a javelin at the chest of the Sentinel. Logan came out the other end with wriggling wires caught in his claws.

Scott saw his chance. He shot a single beam at the head of the last Sentinel and it exploded, leaving the body to crash down and exploded moments later.

Logan walked over to the head Kitty shot off.

"Looks like we've got a souvenir," he said, lifting the massive head.

* * *

"The X-Men have done it again!" Trish Tilby reported. "Not only did they save every patient of Bellevue from a massive fire, but they destroyed rampaging robots. But Senator Kelly believes the robots are a safety net."

"Turn that shit off!" Mortimer said.

"Aww, c'mon. I love Trish," Fred responded, looking closely at the screen.

"Oy said turn it off!"

Fred clicked the button on the remote that looked extremely miniature in his mammoth hands.

"What's wrong with you?"

"Those fucking things were after them! They'll come fer us too."

"He's right." Magneto's voice sent a chill through the two boys.

"Master," Mortimer bowed.

"I don't require you to bow, Toad. In fact, it makes me nauseous. I'm sending all of you out to see what you can find out about these..._Sentinels. _You can bet you slime Charles is sending his children out right now."

* * *

Hank, Charles, Kitty, and Logan examined the Sentinel head. Moira tended to the wounds of the others. Shiro was floating in a tank of his own flames.

"It's to analyze his powers," Moira told Jean when she asked.

Emma sat in a chair, crying. Kwannon had gotten away from her and was lost in the city. Not even Charles could find her.

"I've seen this type of robotics before," Logan said.

"As have I," agreed Charles. "I was just hoping it was wrong."

"What is it?" Kitty asked.

"These Sentinels were created by Bolivar Trask," Charles told. "He created a similar object a few years ago..."

Charles trailed off, lost in thought.

"What happened, Professor?" Scott asked.

"What?" he responded, snapping out of his memories.

"You never told me what happened the first time you reopened the school."

Charles looked at Moira. She turned her head, telling him it was his decision to tell them or not.

"We don't have time to go through it," he said. "Last time ended quite tragically."

"Isn't that the reason for us to know?" Warren asked. Moira poured some dark liquid onto Warren's wing. It started bubbling.

"No. As long as I know, I can stop all the mistakes. Besides, I need everyone to stay at the mansion for a few days. With these Sentinels running around, we can't afford you to get caught or killed. Logan, take this to the Vault."

Charles wheeled out.

"There," Moira said as she finished wrapping Warren's wing.

"Dr. Kinross," Betsy began.

"I can't tell ye anything," Moira said, walking toward the door. "Charles will tell ye when he wants te."

She left them all in the medi-lab. Everyone turned to Logan.

"Here," he said, tossing the head to Peter. "Put that in the Vault."

"But the Professor told you..." Peter began to argue, but he realized what Logan was telling him.

* * *

The Vault was the most recent room in the basement. Charles had placed every souvenir from everyone they fought. All their old uniforms were hanging in glass display cases.

Peter placed the head beside the Reversal Belt Hank made to help them against Unus. He looked around.

_There's nothing in here,_ he thought to himself.

As he turned to leave, he noticed a small metal door in the wall. He opened it and entered a room similar to the Vault. There were five suits in display cases and a framed photo on the wall.

Peter examined the photo. There were two men and two women standing behind five teenagers. He recognized two of the adults as Charles and Moira. The other man had silver hair and the woman had auburn. August 8, 2001, was written in the corner.

He removed the photo, tucked it into his pants, and walked back upstairs.

* * *

"Who are they?" Kitty asked as they studied the photo.

"No idea," responded Peter.

Bobby asked, "What do you guys think happened to them?"

"I think it has something to do with these Sentinels," answered Betsy. "Did you notice how the Professor didn't want us to investigate the robots?"

"What are you thinking?" Jean asked.

"We find out who Bolivar Trask is."

* * *

Anna flew above the bright lights of the city. She was starting to like flying. It seemed to make the monster go away.

She thought of the man on the news who was her father. She noticed they had the same nose. But that was the last of the resemblances. She wondered what form Mystique had taken.

_You see anything, Rogue?_ Quentin asked in her head.

_Nothing yet,_ Anna responded. _Wait._

She looked down at the street. A black Jeep was speeding through the streets.

_I think I found the X-Men._

She followed the Jeep. A black bus came up behind it and began following too.

* * *

Charles wheeled out from his office. He looked around. Everything was silent.

"No," he said to himself, both angry and scared.

The door opened and a dark figure entered the mansion.

"What have you done with my students, Erik?" Charles asked, wheeling around.

Magneto responded, "I don't know what you're talking about, Charles. But I know we have a problem."

"Bolivar Trask. I know."

"I don't think he's working alone."

"What are you talking about?"

"Senator Kelly."

* * *

The Jeep weaved through the traffic. Hank invented a tracker that read the electronic waves the Sentinels generated.

"There's an old warehouse up ahead," he told them.

"There aren't many thoughts in this area," Emma agreed.

"We're heading deeper into the city," remarked Scott. "Shouldn't thoughts be thicker here?"

"That's what I'm saying. The Sentinels are...there." She pointed at the large factory before them.

Logan steered the Jeep to a stop.

"We're not alone," Betsy said.

The three telepaths decided to shield all their minds from the intruders. Instantly, the knew who they were up against.

Peter's skin turned to steel, Logan popped out his claws, and Jean shot a force field around everyone. They opened the door ans jumped out. The Brotherhood were standing outside, waiting.

"What do you want?" Scott asked.

"Same thing you want," Pietro answered. They were all dressed in their black suits.

Anna landed between the two teams. Her eyes lingered on Logan.

"Stop, we're not here to fight," she said.

"How do we know that?" Hank asked, scratching a blue spot on his arm.

"Sorry, Hank," Anna apologized. "We were only doing what we were forced to do. But, tonight, we all have the same mission. Those robots are targeting mutants. We're going to stop them together and become mortal enemies after. Agreed?"

"Agreed," Scott said.

Anna continued to look at Logan. Suddenly, memories began flooding back to her.

_Cody? _she thought.

Emma cast a sideways glance at her.

_Ah thought you were never gonna remember me._

_Ah'm sorry Ah hurt you, Cody. Ah didn't mean to. Mah powers were just starting to come in._

_S'okay, Anna. Ah don't really blame you._

_Are you leaving?_

_Yeah. Ah think it's time for me to be quiet. Ah hope you can put what Ah can do to good use._

Suddenly, Anna learned how to play the clarinet and knew how to play soccer and baseball.

Emma continued to walk after the others. Anna glared at her.

_Stay outta mah mind,_ she warned.

_That accent was giving me a headache anyway,_ Emma retorted.

* * *

Trask watched as his Master Mold spewed out more and more Sentinels. He pulled a small school photo of a young boy with the same dark hair as Trask. A tear dropped from behind his glasses.

Hurried footsteps rushed behind him. Trask turned around and saw the familiar man with graying brown hair rush toward him. A woman was apologizing behind.

"It's okay, Ms. Darkholme," Trask told the woman.

She stopped and let the man walk forward.

"What the _fuck_, Trask?" the man yelled.

"Senator Kelly, how are you?"

"Cut the bullshit! Did you fall on your head or something?"

"I don't know what you mean."

"Don't act fucking innocent with me! You sent out the Sentinels before we even got the green-light! We might not be lucky enough to get these things out there again!"

"With all due respect, Senator, I would like it if you used an inside voice. The Sentinels will shoot at loud noises."

"Its not that you sent them out, Trask," said Kelly in a lower tone, "but that you sent them out when they were saving a hospital."

"I didn't know that," Trask replied.

"Next time, wait for mutants to do something idiotic. I want to _win_ presidency."

"Mr. Trask!" Hodge called, running up to the two men.

"What?" responded Trask.

"Goo-good evening, Senator," Hodge panted.

"Spit it out, Hodge!"

"Mutants, on the front lawn."

"Is that idiotic enough for you, sir?" Trask asked.

"Just capture them," Kelly ordered. "I have a special place for mutants."

* * *

The X-Men and Brotherhood, sneak through the gate. The concrete around the building was cracked and weeds had begun to grow.

"I smell someone familiar," Logan muttered to himself.

Anna kept her eyes on her father.

"I don't like this," Kitty mused.

"Me neither," Wanda agreed.

As they walked toward the building, the side blew out and five Sentinels walked out.

"Objective: Capture mutants," one said in its robotic voice.

"So now they want to capture us?" Bobby asked no one.

A red net shot at them. Scott shot an eye beam at it, slicing it in half. He aimed his next beam at the head, just like he'd done earlier. But the robot's head didn't have a scratch.

"They've got upgrades," Logan remarked.

"Maybe against you," Anna stated.

She flew directly at the chest of the first Sentinel. She came out the other side, leaving a gaping hole in the center of the Sentinel. It exploded and another walked out of the hole in the wall.

Pietro ran through them, Wanda shot her red sparks, and John shot roaring flames from his lighter. Each time they destroyed a robot, three more came out. They were swamped.

"We're outnumbered," Scott muttered.

"We have to retreat," Anna agreed. She was panting.

Just as the words passed her lips, metal collars and nets shot out and wrapped themselves around Hank, Quentin, Bobby, and Mortimer. Instantly, the collars lit up and Motimer's tongue retracted into his mouth and the ice melted off Bobby's body.

"Power Nullifiers," stated Logan.

The mutants began to run, leaving their fallen teammates behind. Fred was caught by another collar. Wanda's sparks danced on the shell of a Sentinel and it began jerking before exploding. A Nullifying Collar wrapped around her neck and a net fell on top of her.

"Wanda!" Pietro called.

He began to run to his sister, but Anna pulled him by his abdomen. Another collar locked onto Peter's neck, he faded back to his normal skin. Tears stained Kitty's face as another collar passed right through her and wrapped around Betsy's neck.

The Jeep and van were so close. Red beams hit both cars. They became large balls of fire. The mutants were trapped.

John twisted the fire and aimed it at the Sentinels.

"Go!" he screamed.

Ororo flew into the air. Black clouds rolled in and she forced lightning to strike repeatedly.

_Come with us back to the mansion,_ Emma telepathically said.

Jean formed a ball of telekinesis around herself and Scott. They flew into the air. Ororo's and John's distractions worked. Anna grabbed Remy and followed Jean. Pietro sped away. Warren grabbed Emma. Kitty, Logan, and Kurt teleported away.

Collars locked around John's and Ororo's necks. A surge of electricity shocked all the fallen mutants and they all passed out.

* * *

Next Chapter: The X-Men and the Brotherhood team up.

**Review!**


	8. Genosha

"The mutants were trespassing on private property," Senator Kelly said on Good Day New York. "It just so happened it was the home of Sentinels."

"And, where are they now?" the male anchor asked.

"They've been detained. Given to the proper authorities."

The TV clicked off. Moira stood beside Charles as they stared at the remaining X-Men.

"I am disappointed," he said. "Not only did you disobey a direct order, but you've gotten your friends kidnapped. And Logan. How am I supposed to trust you?"

"Listen, Chuck," Logan pushed himself off the wall. "These kids woulda gone without me and all of them would've been taken. You wanna talk about trust? Show us some."

Without waiting for a response, Logan walked out of the office.

"Well, Charles, it looks like you've struck a nerve," a chill voice said from the door. Everyone turned and instantly recognized the man from the photo.

"X-Men, this is Magneto, the master of magnetism," Charles introduced.

"Enough of the introductions, Charles," Magneto said. "Our...proteges...are in trouble."

"You're the leader of those other mutants?" Scott asked, infuriated.

"The Brotherhood, my dear boy. But we have, as they say, bigger fish to fry."

The Brotherhood, what's left of them, entered the room. Anna quickly looked at Charles. She heard Mystique talk of him before and she hoped not to be on the other end of his psychic attack.

"You teammates are gone," Charles cut to the chase. "Erik and I have decided to band together to rescue them."

"What about the police?" Warren asked, standing up. "They were kidnapped."

"Actually, you were trespassing," a feminine voice came from the open door. She had black hair cut in an asymmetrical bob and wore a black suit. She looked like a high-class goth. "Don't you pay attention to the news?"

"Who is this?" Magneto asked.

"Evangeline Whedon," Charles introduced. "My lawyer."

"I prefer the term attorney," Evangeline stated matter-of-factly. "It sounds so—what's the word?—high-class. But, you all are in a legal bind. Bolivar Trask decided to press charges against the X-Men for trespassing, destruction of property, assault, you name it. But, I have connections with the Supreme Court. They said that they'll force Trask to drop his lawsuit if you find where your friends are."

"Why did they make that deal?" asked Jean.

"They believe Senator Kelly has something to do with the 'mutant hunt.'"

"Well, Charles," Magneto began. "You really know how to choose your Homo Sapiens."

"Oh, I'm straight Homo Superior, baby doll," Evangeline told Magneto. "I just prefer not to flaunt my mutation like you do."

Magneto's eyes widened.

"Oh, I've been following you too."

She stared at Magneto with a small sneer.

Anna wanted to know what Magneto was hiding. If only she absorbed Quentin's telepathy.

"Do we know where they were taken?" Pietro asked.

* * *

Ororo woke up, her neck was on fire and heavy. She looked around the small cement room and found Betsy and Wanda. They were wearing the metal braces from before. They began to stir.

"Where-where are we?" Betsy asked, her voice thick and dry.

"I don't know," Ororo responded. Her throat was as dry as Betsy's.

Wanda asked, "How long do you think we've been out?"

"I don't know. I can't feel the skies anymore."

"What?"

"That's how my powers work. I am one with the sky. But I can't feel the sky. My powers are gone."

"Then that means ours are too," Betsy added.

"Who changed us?" Wanda noticed.

They all looked down and found themselves wearing white tank tops and cargo pants.

"And where are the others?" asked Wanda.

They looked toward the metal bars that made a door as if their friends were going to walk past and say everything was okay.

But everything wasn't. The boys were a few yards away from them in their own cell. They had a conversation that mirrored the girls'. They were also wearing the tank tops and cargo pants.

A man in a denim vest and cutoffs peered in through the metal bars.

"Looks like we got us some new muties," he said, pulling a key from his pocket.

They were thrown onto the hard dirt. The sun blazed onto their backs. Ororo saw Bobby, Peter, and Hank.

"Welcome to Genosha!" a booming voice said before them.

They all looked up at a tall man with dark hair that was slicked back and glistened in the shadows. He wore a yellow blazer that looked like he was going to sell them a house. Around his left arm was a white band with FOH printed in red letters. He reminded Bobby of a Nazi.

"I am your 'camp facilitator,' Greydon Creed," he continued. "You may call me Master Greydon. The Magistrates believe that mutants aren't the scum of the earth. They think you are natural resources. We need you to help make this country thrive. But, if you try to escape, the Friends of Humanity will hunt you down...and kill you."

Several of the "guards" cheered at Creed's speech.

"In a few days, you will visit the Genegineer and become permanent residents of our beautiful land. Until then, your collars will remain intact and will shut off when it's time for you to work. Which is in two minutes."

Several guards pulled the group up with savage jerks. The collars clicked and the lights went out. Betsy and Quentin screamed as the minds of everyone around them poured into their minds. Ororo could see the colors of the sky. John felt the fire from one of the guard's cigarettes.

Another mutant flew into the sky.

Creed pressed a button and the collar shocked him. He fell to the hard ground.

"Are there any more heroes?" Creed asked.

No one said anything. Betsy and Quentin were pulled to the side

"Good. Get to work."

* * *

After long hours of lifting, hammering, and farming, the captured mutants sat down to dinner. The guards threw metal trays of dry turkey sandwiches and water in front of them on the stone tables beneath the night sky.

"Hi," a boy with shaved red hair sitting in front of Ororo greeted. "I'm Sean Cassidy." He had a very faint Irish accent, verging on English.

"Ororo," she responded.

"I saw you in the fields. That's some power you got there."

"Thank you. What can you do?"

"I scream," he answered with a smile. "They make me break rocks all day."

"Are we sharing stories?" another boy asked. This one had long black hair with strands of fiery red and electric blue pulled back into a messy ponytail, a pure British accent, olive skin, and eyes the same shade of blue Ororo had. "I'm Victor Darkwood. They make me lift things."

"I think I saw you in my sector," Peter said.

"Oh, are you that steel guy? You're power's so cool."

"HEY!" one of the guards called. "No socializing!"

Wanda wondered about Quentin and Betsy. But her mind strayed to her brother.

"I saw what they did to your friends," Victor continued. "They took my sister away yesterday."

"Why are they taking people?" Bobby asked.

"They say their powers aren't good for the reconstruction," whispered Sean.

"What are the Magistrates?" Mortimer asked, remembering what Creed had said.

"Yeah. And what a...engineer—geneer—jeangine?" Fred tried to ask.

"The Magistrates are a group of super rich humans," Victor explained. "They fund everything that happens here and try to push their evil agenda to other countries."

"And the Genegineer siphons out your free-will through subliminal messages," Sean finished.

"How do you know this?" John asked.

"We were brought here around the same time," answered Victor. "We saw them bring out some of the mutates. They were shaved bald and had blinking lights in their necks."

"Where did they come from?" Ororo asked.

"The big house," Sean answered.

They finished eating and were taken back to their cells. Ororo and Wanda found theirs empty.

* * *

"Genosha!" Kitty exclaimed.

The Brotherhood and X-Men were sitting in the library with dozens of maps and globes around them.

"Why Genosha, Kitty?" asked a very _very_ tired Emma.

"I read up on Genosha a few months ago and found that the population is full of mutants."

"Why would they send mutants to a high mutant area?" Pietro questioned.

"It's called hiding in plain sight," Kitty explained. "And just because the population is rich in something doesn't mean they're there on their own accord. I read a report saying Genosha still kept slaves."

"But Genosha's in Africa," Warren responded, scratching his head.

"South Africans still have slaves, Warren."

"I believe we should try that," Kurt suggested. "It's the closest we've got to a lead."

Jean gripped Ororo's ruby. She left it in her room the other night by accident.

"Ororo was born in Africa," she said. "She knew of Genosha and said it was an awful place. That's where we start. Emma, call the Professor. We're going to rescue our friends."

* * *

Logan smoked his cigar out by Lake Breakstone. A familiar smell wafted across his nostrils.

"I thought I'd never smell you before," he said.

Mystique sat beside him. She tucked her legs against her chest and looked out at the moonlit lake.

"But you have," she responded.

"What were you doing at the factory?"

"One of my aliases. I was there on a mission."

"Still an assassin?"

She placed her head into her knees to hide her smile.

"No," she said, lifting her head back up. "I stopped after I had my daughter."

"The one with the brown hair?"

"How did you know?"

"You had brown hair in Paris."

"So..."

"Yeah. I can smell my own DNA from a mile away. Why didn't you tell me?" He took a sip of beer.

"I don't know. I barely knew your name and I thought you would've laughed at me. That's what happened with the others."

"What others?"

"I have three children, Logan. You've met two of them."

"Which one?"

She sighed. "Which one looks the most like me."

Logan's mind wondered for a moment.

"Elf?"

"If that's what you call him. I selfishly gave him away, just like my first son. But, I'm glad he found a good home."

"You're just a bitch, aren't you?" Logan asked playfully.

"In both definitions? Yes."

They laughed and continued to stare at the lake.

"You wanna...?" Logan began.

"Oh, hell yes."

Mystique jumped on top of him and they began the same deep passionate kissing they had those years before.

* * *

Betsy and Quentin were bound to metal chairs. A man in a labcoat walks in front of them, pulling his blue latex gloves tight.

"You three aren't very useful here," he said.

Betsy looked over and found a girl with short black hair bound to another chair.

"You won't get away with this," Betsy spat.

"Don't try to get into my mind, girl," the man responded. "I have a neuro-inhibitor."

Betsy looked toward Quentin. She felt her neck free of the collar.

"I don't have to get into your mind," she responded.

She focused her telepathic butterfly into her hands and her psychic knives appeared. She sliced the metal holding her wrists and lunged at the man. The knife on her right hand sank into his head and a piece of metal fell to the floor. She cut Quentin's and the girl's wrists free. The girl was weaker than they were.

"We have to get out of here," Betsy told them.

She grabbed their hands and ran for the door.

Quentin held up two fingers, signaling two guards on the other side. Betsy threw her fists with her knives at the wall. The sound of two bodies falling, told them they were almost free.

_'Ro,_ Betsy sent out. _We're coming to help you._

They ran down the hall, following the path and knocking out whatever guard was in their way.

Finally, they arrived outside. Two massive white spotlights blinded them.

"I-I'm so t-ti-tired of this," the girl panted.

She threw her hands up and the air shimmered into a dark green cloud. The cloud lowered and began to spread to the guards with their guns aimed at their chests. As the cloud poured into their mouths, they began coughing and their skin became blotchy and purple. They all passed out.

Betsy ran to the cages and sliced open the locks with her knives. Her friends and the Brotherhood stumbled out along with the others. They all ran to the courtyard of the facility. Betsy began slicing the collars off Ororo and Bobby when more spotlights shined down on the twenty freed mutants.

"This is your facilitator, Greydon Creed," Creed's voice boomed from the loudspeakers. "You are surrounded. We have gas masks and power nullifiers and neuro-inhibitors. Resistance is futile."

"Betsy, get the collars off those boys over there," Ororo instructed, pointing to Sean and Victor.

Betsy moved, slowly, over to the boys standing beside the girl. She stood behind them.

She whispered, "I'm setting you free."

She slid her knives up their collars and they both sprang to action.

Sean flew into the air with a high-pitched wail which he directed at the spotlights. Shots fired, but they were blocked by a blur of multiple colors in the sky. Victor floated beside Sean, his hands were made of steel.

A guard shot again. Ororo flew into the air and created a strong wind current to redirect the dart imbued with power canceling serum. As the wind blew past her face, her eyes began to fade white and gave off its own glow.

One of the mutants ran toward the guard towers. She had dark skin, dreadlocks, and glasses. They shot several darts and they bounced, three inches away from her skin. She swung at one of the guards and he flew several feet into the air.

The beating of helicopter blades echoed from above. Jean, Warren, and Anna flew out. The others slid down thin black ropes.

"I think you forgot something," Jean said, handing Ororo her ruby.

Ororo smiled and hugged her best friend.

"Ladies, we have a fight going on," Victor addressed. "Who are you, by the way?"

"I'm an X-Man," Jean responded.

Betsy, Logan, and, to Logan's horror, Sabretooth sliced the collars off the captive mutants. Scott, Remy, Peter, and Fred took out the lights and the automated guns on top of the guards' towers. Emma, Quentin and Charles helped the captive mutants find the safest path out.

"Wait," Wanda said to her brother. "There's the Magistrates."

"What?" Pietro responded.

"I almost forgot about them," Bobby stated.

"What are you talking about?" asked Kurt.

"We have to get to the big building up on the mountain." Wanda pointed to the dark building Betsy realized she had just come from.

A few of the X-Men and Brotherhood ran back into the building.

* * *

Mystique fought the Friends of Humanity without her guns, one of the restrictions they had to have to get Sabretooth back. She had her eyes on Creed.

Little did she know, so did Sabretooth.

They both came up to the highest guard tower. Creed was screaming through the loudspeaker.

He noticed the two mutants come closer.

"Stay back you abominations!" he screamed, taking out two large pistols and aiming them at Mystique and Sabretooth.

"How dare you use my name to slander mutants?" Sabretooth growled.

"Calm down, Victor," Mystique ordered.

"I told you to never come back!" Creed yelled, backing closer to the rail.

"Greydon, you're being unreasonable. I only want to help you," pleaded Mystique.

"You left me. Abandoned me because I wasn't one of you."

"No," snarled Sabretooth. "If we were ashamed, I would've eaten you!"

"You sound like a stupid fairy tale villain," Mystique sighed. "Greydon, your father's right. We wanted to help you. We wanted to keep you safe."

"You lie! Mutants always lie!"

Creed stepped back. His heel caught a strip of wood. He tumbled backwards over the rail. His parents watched him fall toward his death. A pair of white wings flew into their view.

"I'm in Heaven?" Creed asked, opening his eyes. He looked into the beautiful face of Warren.

"Hell no," Warren answered. "If I hadn't caught you, you would've been seeing fire and brimstone."

* * *

The small group entered a small hallway. At the end, there were soft whispers.

"The Magistrates," Betsy decided.

She looked into the faces of her fellow mutants. Jean, Bobby, Kurt, Wanda, Pietro, and John all nodded. Betsy sliced the metal hinges of the door and Jean pushed it hard. The metal door fell with a loud clang.

Inside, there were five men standing around a round table.

"I told you they were coming, Trask," a man in a black suit with a green shirt said.

"Shut up, Lang!" Trask spat back.

"We're shutting you down," Jean said.

"You can't shut down the Human Council, girl," a man with a blue shirt said.

"Risman is right," another in a white shirt agreed. This man was known as Stryker.

"This isn't debatable," Pietro argued.

Trask pushed a button on his wrist and a Sentinel about the size of an average human stepped into the room. It was made of pink illuminated metal and had a computerized face.

"Allow me to introduce Nimrod," Trask said.

Nimrod lifted his hands and shot beams of light at the mutants. They were instantly bound to the wall.

"Congratulations, Trask!" Stryker clapped him on the back.

Nimrod turned to the men.

"Mutants are not the biggest threat," he said.

"What's he talking about?" asked Hodge.

"Mutants come from humans."

Nimrod lifted his hands.

"Nimrod, off!" ordered Trask.

"Annihilate humans."

The light shot out of Nimrod's hands. The men were surrounded in bright light. When it disappeared, all that was left were piles of smoldering ash.

"Talk about a deus ex machina," muttered Bobby.

Nimrod turned to them.

"Destroy mutants."

As the robot raised its hands, the roof crumbled and Magneto lowered himself.

"I don't think that's going to happen," he said.

He balled his fist and the robot crushed itself.

"Error. Error. Errorrrrrrrr," it uttered as it was being destroyed.

"That was a deus ex machina," Wanda said, nodding at Magneto.

* * *

The X-Men and Brotherhood boarded their helicopter. Most of the captive mutants already left. Four stood in the courtyard.

Victor, Sean, Victor's sister, Veronica, and the mutant with dreadlocks conversed with Charles.

"Genosha is free, now," Charles told them. "You can go home."

Sean looked at his two friends.

"We don't have a home to go to," he said.

"The Xavier Institute is always open to lonely mutants. But Genosha needs a leader."

The fourth mutant stepped up.

"I can take care of them," she said.

"Who are you?"

"Cecilia Reyes. I think this is where I'm supposed to be."

"Then, I'll leave this place to you. If you every need anything, call me."

He passed her a silver cellphone with an X on the back and got onto the helicopter with the other three mutants.

"Can we pick up my sister?" Sean asked. "She's living back in Ireland."

* * *

"Thank you, Charles," Magneto said, standing outside the Institute. His Brotherhood were piling into an SUV Charles gave them.

"I hoped we could've come together on better terms," Charles mused.

"This is still a one time deal. I have my people back, you have yours."

"Why so hostile, Erik?"

"You saw what humans did to us and you still want to protect them?"

"No," Charles said. "I never said I wanted to protect humans. I want peaceful coexistence. The best way to do that is make sure my mutants are heroes, not villains."

Magneto laughed. "We do have two different ideas."

The gates slid open and Magneto walked out. He got into the SUV and Mystique drove away.

Charles looked down at his lap. He pulled out the old photo his students found and decided to tell them the truth about his first X-Men.

* * *

**Next Chapter: The first X-Men.**


	9. Past Failures

Charles stepped out of the cab. He hadn't seen his home in years, not since he went to war. It needed a little work, but he felt with the help of his friends, it could regain its beauty again. He ran his fingers through his dark blond hair.

"Dammit, Charles," a voice said behind him. "Are you getting sentimental again? I swear you're going to turn into a woman one of these days."

Charles let out a soft laugh.

"I'd bet that'll be a dream come true for you, Erik," he replied.

Erik Lensherr was a tall man with naturally silver hair. He was wearing a thin black suit with a dark purple tie.

Erik laughed.

"Are those new shoes?"

"Yeah. I can't wait to break them in."

"One of these days, Charles, your legs will give out."

He waved his hand and the trunk of the cab opened. He and Charles pulled out their suitcases.

"You'd better be glad that driver didn't see anything," Charles said, toting his luggage through the gates. The cab sped off.

"Not everyone can have powers as subtle as yours, Charles."

Charles opened the door and dust covered his face.

"When are the girls coming?" he asked, Erik.

"Not until tomorrow."

He sighed. "Dammit."

* * *

A few months later, the mansion was back to its pre-abandoned state. Charles and Erik chose two of the small rooms on the ground floor as their offices.

Charles was sitting in his office, studying several files he found. Attached to each file was a photo.

"Come in," Charles said, before anyone knocked.

As the door opened, he slid the files into a drawer in his desk. A younger Moira walked in. Her brown hair was long and she allowed it to hang down her shoulders.

"Charles, I got a call from my husband," she said. "He said our son is actin' strangely."

"I got a similar call from Gabrielle," he responded, looking out the window. "I think their mutations are coming in."

"Aren't they too young?"

"Maybe. I don't know. Erik and Amelia's children are already exhibiting some mutations."

"What should we do?"

"I guess bring them here."

Moira nodded and was about to leave when Charles called her back.

"Did you know I wanted to be a teacher?" he asked.

"No, did ye really?"

"Yes. That's what I went to Oxford for. Then I met you."

"Charles, stop. Ye know I'm a MacTaggert now."

"I know, Moira. I know. I just can't help wondering what would've happened if I wasn't too late."

Moira looked down at her hands. It was true she had feelings for Charles, but she was in a relationship with Joseph MacTaggert. A little piece of her still loved Charles.

He pulled the files from his drawer.

"I've been following a few young mutants just coming into their powers," he told her, handing her the files.

She flipped through them.

"We should get them here and give them a full-body scan," she mused.

"And Erik, Amelia, and I could teach them how to harness their powers!"

They agreed and passed the idea on to their friends, who were as excited as Moira and Charles.

* * *

After much waiting, their students were finally arriving. Charles used some of his money to send personal limos to pick up the children from the airport.

At exactly eight o'clock, the gates opened. A single limo rolled in. Charles' face dropped. He'd ordered four.

The driver got out and opened the passenger door. Two children, a boy and a girl, stepped out. They looked identical to each other: their blond hair was shoulder length, their eyes were the exact same shade of blue.

"Heather and Davis Cameron," Charles greeted with open arms.

"You're Professor Xavier?" Davis asked, stepping up onto the steps.

After the driver unpacked their luggage, he drove away.

"Is this all?" Erik asked, obviously disappointed.

"You're not all that great, either," replied Davis.

Heather elbowed him in the side. "That's not nice, Davis."

"The boy has spunk, I'll give him that," Erik laughed. "But he should know when to be spunky and when to be polite."

"I guess you two should..." But Charles' words were cut off. The gate opened again and two more limos pulled in.

The drivers were synchronized in opening and closing doors and getting out the luggage. A Chinese girl and a boy with a large head and long arms stepped out.

"Suzanne Chan and Armando Munoz," greeted Charles.

These two picked up their bags and stood beside the Camerons.

"Aww, they're both shy," the woman called Amelia said. She had beautiful red hair.

"Well, that's four out of five," Moira said.

"I just wish we could've went five for five," Charles remarked, sadly. "Children, let's move to the study."

"Weethout moi?"

A voice asked behind them. They all turned around and saw a strange boy with bright red skin. His black hair was slicked back and he wore a crooked smile.

"Allow me to introduce," Charles began, but was cut off by the boy.

"Bennet du Paris," the boy said with a bow. He was French.

"Great, now, can we go inside?" asked Erik.

* * *

The five children spent months learning how to control their powers. Suzanne could stop time and see what happened in the past. Davis could generate a surf board that allowed him to teleport vast distances in mere seconds. Heather and Armando's powers were similar. Their bodies adapted whenever they were in danger, making them stronger; Heather's power extended to when other people are in trouble. But Bennet was a marvel, granting him Erik's keen interest. Bennet was a high-class telepath and telekinetic. He showed signs of teleportation and regeneration. But what Erik was really interested in was the boy's ability to enhance the confidence of anyone around him, making him a natural leader.

"I believe we're ready to expose the world to mutants," argued Erik after they had taken the infamous school photo.

He and Charles had this conversation so many times, they lost count.

"I don't think they're ready, Erik," Charles responded.

A green trail of smoke came in from underneath the door. The smoke solidified into the form of Amelia.

"You two should really keep your voices down," she told them. "The students could hear you."

Charles and Erik ran out the room. The sound of air filling an empty space filled their ears.

"They're in their rooms," Charles said, checking telepathically.

"Are you sure?" Erik asked.

They both looked back at Amelia who had turned into smoke.

"_You two should really get your priorities straight,"_ she said, traveling up the cracks in the ceiling.

* * *

Moira stood outside. Four kids, three boys, one girl, played by the lake. One of the boys was almost opaque.

Charles walked up behind her.

"He's losin' color ev'ryday," she told him. "Is he disappearin'?"

"I don't know. But he's generating a faint glow."

"What is that?"

"I don't know..."

Charles was cut off in mid sentence as the boy they were watching stopped playing. His skin began to flake away.

Erik and Amelia ran over to Charles and Moira.

"What's happening?" asked Amelia.

The boy's skin exploded, the three children ran to their parents. Moira stepped closer to her son.

"Kevin," she said to her son. What was left of him.

He was a glowing shape of a young boy.

"_Mommy?"_ he asked. His voice was deep and raspy.

He ran forward and disappeared.

"Where is he?" Moira asked, crying.

The students came out.

"What's going on?" Davis asked.

Moira turned around.

"_Ye're a bad boy,"_ Moira said in Kevin's raspy voice.

"Davis, get out!" Charles ordered.

Davis's surf board appeared and his surfed through a hole in the air.

Both Heather's and Armando's skin turned into metal. Erik looked at them. Suzanne slowed down Moira as she ran to them.

Moira's hands shot out and time sped up again.

"Kevin!" Erik called, drawing Moira's attention. Her face had aged a few years. "You want someone to punish? Come to me!"

Moira dropped to the ground. Erik pulled Armando in front of him and Kevin's energy passed into Armando.

"_Where am I?"_ Kevin asked.

Armando's hand shook.

"_Why can't I move?"_

"Metal blocks his power," Erik told them.

"How did you know?" Charles asked, helping Moira from the ground.

"Armando and Heather both turned into metal. Instant danger reaction."

"Their mutations knew what their minds didn't. Brilliant!"

"Zat's all fine and dandy!" Bennet yelled. "But what about 'im?" He pointed at the frozen Armando.

"Don't worry, I can construct a metal cage for the boy."

* * *

Erik not only created a cage for Kevin, he and Charles began building a machine to locate mutants.

"We'll call it Cerebro," Erik said. He examined the helmet that was attached to Charles' computer.

"Can you imagine the good this will do, Erik?" Charles asked.

The door opened. Bennet was standing in the doorway.

"You're wasting your time working on stupeed macheens when you cannot even pay attenteen on your own studeents?" he asked.

"Bennet, we are your instructors," Charles began.

"No, you are not!"

Bennet teleported away.

"I feel something bad coming," Erik said.

* * *

Charles was in the middle of a lecture on genetics when Moira burst into the room. She clicked the TV onto the news. The World Trade Center crashed down. A red-faced boy flew in front of the camera.

"Bennet, what have you done?" Charles asked.

* * *

A day later, Charles addressed the world on mutant relations.

"Really, Xavier?" a much younger Senator Kelly asked. "You saw what that mutant terrorist did to one of our national monuments. You want us to believe mutants are just like us? Like they can be trained?"

"Yes," Charles answered. "I had ample time to make you think the way I do, but I chose not to use my powers."

"You chose not to? How do we know you're not manipulating us now? Mutants can't be trusted!"

The school was being protested by the residents of Salem Center. Charles had to be teleported by Davis.

Erik was watching the protesters with disgust on his face.

"These lesser beings are getting on my nerves," he said.

"They're not lesser beings, Erik," Charles stressed. "You're starting to sound like what they want you to."

"How was Slipstream's portal?"

"Stop calling them by those codenames. It sets my teeth on edge."

"They're the ones who called themselves that. In fact, I think it was Sway and Lifeguard's idea. Not that Darwin didn't have a say in the matter."

"And you saw what Exodus, I mean Bennet, did!"

"I'm going to stop them. My children live here!"

"Erik, don't!"

Charles chased Erik outside. The students followed them.

"You are trespassing on private property!" Erik exclaimed.

"Go away, dirty Muties!" someone screamed.

"Go back to where you came from!" another called.

"This is my home," Charles responded.

"We don't want you here!"

A brick flew through the air and struck Erik in the forehead. Heather and Suzanne clutched their mouths.

"You want me to be a terrorist? Fine," he muttered.

Erik rose into the air. The gates bent toward the mob. They began to scream and run away.

"We are to rule, Charles!" Erik called.

The gates flew off and wrapped around several humans. Charles ran into the mansion. One of the people grabbed a stick of dynamite and through it into the yard. It exploded. Suzanne sped up her own time and got out of the way while Heather and Armando's body's became bomb-proof. Heather tried to grab her brother, but as he was about to teleport out, the dynamite exploded, leaving a hole where he stood.

Charles grabbed the helmet to Cerebro and placed it onto his head. He sent out his mind all around the world. He was in complete pain. His spine snapped as he connected with everyone that wasn't in the grounds of his mansion. He removed mutants from everyone's minds, though he felt a few mutants out there. Then, he passed out.

* * *

A few months later, Erik fled from the school and Charles sent the students home. Moira and Amelia took care of him in his broken state, but he sent them to their own homes after the first month. He had failed.

He wheeled himself to the door and opened it. A hooded figure stood in the doorway.

"Good evening, Amelia," he said.

She threw off her hood and walked into the broken mansion.

"I'm sorry, Charles," she apologized. "I need you to do one last thing for me."

"Which is?"

"I need you to remove Erik—I mean Magneto—from my children's minds."

"Amelia—"

"Please, Charles. I'm having a man bring them securely. His name's Logan, I think."

"Fine. Would you like some tea?"

"Please."

Charles and Amelia sat down to a cup of tea by the time the man called Logan entered the mansion. Amelia's twins walked in behind him.

"Looks like a piece of shit," he muttered.

_Could you please put out your cigar and come into the sitting room?_ Charles asked in Logan's mind.

Logan and the twins came into the sitting room.

"You're the psychic?" he asked.

"Why?"

"I dunno. I expected someone who could walk."

"I thought Amelia would've hired someone a little less...Canadian."

Logan laughed.

"I like you, Chuck." He sat in one of the armchairs.

"Please don't call me that."

"Uncle Charles!" the twins called.

Charles opened his arms and the ran into his embrace. They had just turned six.

"Wanda, Pietro, I need you to close your eyes," he advised them.

They did so and he entered their minds. It wasn't too hard to find Erik and delete him. Children always forgot things easily.

"Thank you, Charles," Amelia said, leaving the two men.

"Shouldn't you be leaving?" Charles asked Logan.

"Nah. I like it here. Amelia tells me you had a school here." He kicked off his boots.

"I could make you leave."

"Not anymore. I put up my psychic blockers. Learn that trick back at Weapon X. In Canada." He raised an eyebrow to Charles.

"What do you want?" Charles sighed.

"I just wanna know why you won't try again?"

Charles looked at his lap.

"I guess I'm afraid something bad will happen."

"You speak like something bad's already happened."

Charles sighed. "It has."

"Then learn from that mistake. I swear you won't make it again."

"How can you swear that?"

Logan shrugged, "I got no place to be. I'll be with you every step of the way."

* * *

Charles, bald and crippled, sat in his wheelchair in front of the roaring fire. The snow was thick outside.

His students, new and old, sat around him. Moira and Logan sat to one side, offering their input whenever needed as Charles told the story of his first X-Men.

"Did Slipstream really die?" Bobby asked.

"I don't know," answered Charles. "He could've easily teleported out, but I haven't found him with Cerebro, yet."

"What about Exodus?" asked the new recruit, Victor.

"He was found by Amelia and Erik," Moira responded. "Charles was knocked out durin' that. He's locked away in S.H.I.E.L.D custody."

"Where're your sons?" Jean questioned.

"They're both locked away as well. For everyone's own good," said Charles. "Are there any more questions?"

No one responded.

They all went to bed. Charles looked out the window.

_Someday, old friend, _he thought. _Someday we'll see eye to eye._

* * *

Now you know the truth. Why didn't Xavier just tell them? Simply put, he was afraid.

In a few weeks I'll post the next chapter.

**Next Chapter: Not much of the Brotherhood, the Hellfire Club, and Emma makes a decision.**


	10. Hot as Hellfire

Betsy stood in the hair dye section with Emma as the latter tried to decide on a bleaching kit. In the corner of her eye, Betsy caught sight of something that pulled her interest. She picked up the box of dye, marveling at the photo of the pretty girl modeling the hair color. She flipped it to the back to check if it was semi-permanent.

"Oh, please," Emma, sighed.

"What?" Betsy asked, putting the dye back into its slot.

"They don't have the exact shade I want," Emma explained. "I guess I'll have to go lighter."

Emma pulled out a box displaying an Asian girl with almost white hair. She walked toward the front of the store. Betsy hesitated. In a last minute decision, she snatched the box she was looking at and followed Emma.

Meanwhile, Bobby and Kurt, disguised by his image inducer, were piling snacks into their arms.

"Get the donuts, Kurt," Bobby said, managing to point behind Kurt.

Kurt's slender tail slid from behind him and wrapped around a pack of chocolate-coated donuts. He tossed it onto the top of his pile and tucked his tail back into his pants.

A pretty girl walked around the corner.

"OMG!" she screamed. "It's Justin BEIBER!" She pointed at Kurt.

A group of girls came over to where their friend was standing. They started screaming as well.

"Dammit, Kitty," Kurt moaned. He BAMF-ed out.

"Justin Beiber can teleport?" one girl asked.

"He's so amazing!" another called.

Bobby rolled his eyes.

"You girls are idiots," he said, walking toward the cashier.

* * *

Hank couldn't concentrate on his notes. His skin had begun to sport blue patches again. This time, they were itchy. He would scratch until drops of blood trickled through his skin. The enhanced senses had returned as well, though more powerful than before. The smell of all the chemicals made his head swim.

He slid off the stool and a surge of pain shot up his leg. He let out a pained yelp as he clutched his foot. Sitting on the floor, he pulled off the shoe and saw his big toe was broken.

_How did that happen? _he asked himself. He tried to set the bone, but it was more painful than just letting it stay the way it was.

Upon closer examination, a patch of hair sprouted out the top of his foot. Hank slid his shoe back on without the sock and limped out of the lab.

* * *

Shiro watched his new friends skate on the frozen lake and laugh as they competed in a snowball war on top of the newly built basketball court. He was wearing a white T-shirt and blue jeans, but wasn't cold. In fact, steam seemed to rise from his bare skin.

"How's life outside the 'healing goo?'" a sweet voice asked behind him. He looked around and saw Kitty standing with two steaming cups. She passed him one. "Thought you might want some hot cocoa."

"I've never had it," he admitted, watching the tiny marshmallows bob in the brown liquid.

Kitty sat next to him. "Then it's good your first is my dad's famous hot cocoa." She blew a small breath, the steam flowing away from her lips, then took a sip.

Shiro did the same, but the drink just seemed warm to him.

Kitty waited with a small smile on her face.

"Tastes good."

Her smile widened into a broad grin.

"Whenever you want some more, I'll make it for you," she told him before taking another sip. "I'd give you the recipe, but Dad'll kill me if I let our secret out."

Shiro didn't respond. He just drank his cocoa, silently watching the others.

Kitty adjusted her sweater. She didn't plan on joining the others.

"It's hard, isn't it?" she asked.

"What?"

"Not being able to join. The snow would melt in your hands, right? Sometimes I think what would happen if I just stayed intangible."

"You're behaving differently," Shiro noticed.

"This is my first Hanukah away from home," she told him. "Actually, I guess this is my home now. My parents are getting a divorce. They were separated when I came and now they're making it final."

Shiro looked at his marshmallows. "At least you still talk to your parents."

Kitty waited for him to say something else, but he didn't.

"Why were you in the hospital?"

Shiro didn't answer immediately. He waited until Kitty drained her cup and was about to go inside until he spoke.

"My mother and father said I dishonored the family when I became a mutant," he said.

"But you were born one."

"That's not the way they see it. It's like I joined a gang or something to them. My father's a diplomat from Japan. I was born here at the Japanese Embassy. But I still feel American. When my powers came in, it was on my eleventh birthday. I tried to blow out the candles, but the flames grew and grew. My father disowned me and locked me away at the hospital. I just wish I could see my sister again."

A tear boiled out of Shiro's eye and evaporated on his cheek.

"I'm so sorry," Kitty exhaled. She wrapped her arm around his shoulder and they sat, watching their friends play.

* * *

Peter stood at the exit of JFK airport. He held a small canvas with ILLYANA written in black paint. Charles sat in his wheelchair beside him with a small grin on his face as his comrade practically vibrated with excitement.

"What time is it, Professor?" he asked.

"Five past noon," Charles chuckled. "Her flight doesn't arrive for a few more minutes, my boy."

"Illyana said she had some news over the phone. I wonder what she wants to tell me."

They waited in that spot for ten more minutes. That's when Charles clutched his head. He released a small scream of pain.

"What is it, Professor?" Peter bent down to his teacher's side.

"A...block," Charles answered through clenched teeth. The pain disappeared and his eyes shot open. "Illyana. I can't find her."

Peter's skin began to shift to metal, but Charles grabbed his arm.

"Not here, boy. You mustn't show your secret identity. I'll call Logan inside. Get to the bathroom and change."

Peter ran to the restrooms, ducking into the door with a square man on it. A few minutes later, he came out in his track pants, tank top, and silver skin.

In his silver form, more than his strength was increased. The sounds and smells around him echoed in his ears and nostrils, and he could not only see normally, but he could see body heat, because he had none.

He walked back toward Charles and saw Logan standing there instead.

"What's the situation?" Logan asked, chewing on a toothpick.

Peter ignored the people around them pointing at Colossus and Wolverine.

"My sister disappeared. Professor X had a lock on her mind and then it was gone."

"You got something of hers for me to smell?"

Peter pulled a pink ribbon from his pocket and handed it to Logan. The smell of Illyana's hair swirled through his metallic nose. Logan took two sniff and began to walk toward the gates. He stopped halfway before he clutched his nose.

"Blood and rust," he said through his hand.

"What does that mean?" Peter feared the worst.

"She wasn't just taken. She was taken by a cyborg."

"Where did they go?"

"I don't know. But a friend of mine will tell me."

* * *

Warren flicked through his apps on his phone as he waited for whatever surprise Betsy had for him. A little chime alerted him of a new e-mail. He switched over to his mail and saw a new message with HC Invitation in the subject line.

_Dear Warren Worthington III_, it read.

_We are please to inform you that you have been invited to the Hellfire Club's Christmas Ball this year. You are allowed to bring one (1) guest this evening. A seat on the Inner Circle, a coveted position, awaits you._

_Sincerely,_

_Tessa._

"Hellfire Club?" Warren vaguely remembered his father talking about his college days in the Hellfire Club. He never thought he would ever get in.

"War?" Betsy's voice came from the top of the stairs.

Warren turned around and was completely shocked by what he saw. Betsy's hair, once beautifully blonde, was now a deep purple. She flipped a tuft of violet over her shoulder.

"What the hell did you do?" he asked.

Betsy was offended. "I thought you would like it!"

"Why would I like purple hair?"

"Because I like it!"

"That doesn't make sense!"

"So now you're saying I'm crazy?"

"Where did you get that from?"

"Oh, we are so over Warren Worthington!"

"Fine by me!"

They both stomped in opposite directions. Halfway down the hall, Betsy received a text with the same message Warren received.

They weren't the only ones. At that moment, Emma, Jean, and Kurt all were contacted by the mysterious Hellfire Club.

* * *

The Princess Bar was crawling with the worst sorts of people. Thugs fought in the front, gamblers fought in the back, and drunkards took to the middle. But none of that mattered when the door was kicked in by size ten cowboy boots.

Logan and Peter stepped inside. Instinctively, everyone pulled their guns.

"Nice way to welcome me," Logan said.

A tall black man with a bald head stuffed a pair of brass knuckles into his pocket.

"What you doing here, Patch?"

Logan looked at the other bar patrons.

"I'm looking for Deathstrike, Cage."

"Danny!" Cage called over his shoulder.

A skinny man with blond hair backed out of a door, carrying three boxes of beer. When he placed the boxes down, a black dragon was tattooed on his chest.

"What?" he asked.

"Watch the shop. Patch and I need to see Deathstrike."

Danny nodded.

"What about him?" He nudged his chin toward Peter.

"The kid comes with me," Logan snarled.

"Easy," Cage held up his hands. "She's back here."

Danny began wiping a glass while Cage led them into the back room. It was almost pitch black and the air was full of cigarette smoke.

"What you want with her, Logan?" Cage asked.

"Sorry, Luke, X-Man business."

"Have the Avengers contacted you?"

"No. Why?"

"They called me and Danny a few days ago, asking if one of us could take Marvel's place. Heard it was a mutant attack."

"Said who?"

"Natchios."

"Heh. Girl's more annoying than a Dazzler concert."

They stopped at a big wood door.

"She's in here," Luke nudged his head to the door. "Be careful. She's still not too keen on you."

Logan pushed to door open to reveal a small dark room. The sunlight streamed lazily through the thick curtains, showing a dark shadow with its legs resting on the table in the middle of the room.

"Well well well," a high pitched voice rang from the shadow. "Logan."

"Yuriko."

"YOU DO NOT GET TO CALL ME THAT!" she screamed throwing a bottle of scotch at Logan's head, which he dodged.

Peter looked back at the wall where the bottle hit. He flicked the small switch and a fluorescent light flickered above them.

The shadow proved to be an Asian woman with long black hair. Sh was probably beautiful once, but her face was severely scarred. One eye was deep brown, the other was glowing red. But the things that shocked Peter the most were her long fingers and sharp, silver fingernails. She was wearing a white tank top and blue jeans.

"What do you want, Wolverine?" Yuriko asked.

"Codenames now, huh? This is Peter. His sister was taken from the airport an hour ago."

"I don't kidnap children."

"Who said anything about a child?" Peter asked.

Yuriko leaped over the desk and swiped at Peter. In his metal form, he was impervious to all attacks. Except this one. Her nails scrapped against his steel, leaving four long scratches across his chest. He touched the holes in shirt and found that her nails penetrated his steel.

"How is this possible?"

Logan was struggling to keep Yuriko down.

"Deathstrike has adamantium running through her body. Just like me."

"Get OFF ME!" she screamed.

"Ain't gonna happen until you tell us who took her," Logan said, now sitting on top of her.

She tried to struggle, but Peter moved in to hold her as well.

"Fine! My Reavers have told me that Donald Pierce is a member of the Hellfire Club."

"Who's Pierce?"

"He's a cyborg. But more."

They left with Deathstrike's ominous words. Logan said his goodbyes to Luke Cage and Danny.

"I wouldn't shift back to normal, yet. I think Moira said something about your body heals almost faster than mine in that state."

"How do you know of this place?" Peter asked, fingering his scratches.

"The Princess Bar? I own it."

* * *

Jean and Scott walked down the metallic hallway toward the Danger Room.

"What did the Professor say he wanted to talk about?" Scott asked.

"Something about Peter and Logan," Jean answered. "I think we have a new mission."

Instead of walking through the first door leading down to the changing rooms, they walked to the door Logan used when to control the room. He called it the War Room.

The wall across from the door was made entirely of glass. A control console of blinking lights sat in front of it. In the center of the room was an odd contraption made of metal and wires and glass. Charles was sitting beside it in his wheelchair, the others were either sitting in their own chairs or leaning against the wall. Logan and Peter, with his scarred chest, were standing beside Charles.

"Ah, good. Now we can begin," Charles said. He pushed a blue button on the metal machine. All the lights in the room died. A beam of blue light shot from the center of the machine. The light swirled in the air, forming a flat surface. Something grew from the center. A few seconds later, they all were staring at a sculpture of a mansion slightly different than theirs made out of pure light.

"Peter's sister, Illyana was taken by a man named Donald Pierce," Charles told them. "Through his connections, Logan has found out that Pierce is a cyborg and a member of the Hellfire Club."

"I got an invitation from them," Kurt said.

"Yes, many of you did."

"What's the plan?" Scott asked.

"Those of you who received the invitations will attend the Christmas Ball tonight. You will infiltrate the Hellfire Club on the inside while your teammates will take the secret tunnels underground."

"What about our guests?" the purple-haired Betsy asked, glaring at Warren.

"I believe you should follow the directions fully. Make it seem as if you are enjoying your time there. Those of you attending must use separate cars."

"Why?" Ororo questioned.

"Because the Hellfire Club is a gathering of the rich, famous, and powerful. We cannot let them know you're all working together."

"Maybe they already know," provided Bobby.

"Maybe. But, for now, we must assume they don't. Get in, find Illyana, and get out."

Everyone walked out except Victor.

"Professor?" he spoke as Charles was about to leave.

"Yes, Victor?"

He squared his shoulders. "I would like to be on the team."

"My boy, you aren't ready—"

"I was a slave of Genosha for two months. Before that, I was in the orphanage. I know what that girl's going through and I need to be there to help her. If you're not going to allow me to go with Logan's team, I'll make one of the others invite me."

"I'm sorry, Victor—" Charles began, but Victor just walked away from him.

He stopped at the door. "My sister and I are more complex than you think, Professor."

His hair shot into his head, his skin bubbled to a lighter complexion. Before Charles' very eyes, Victor became him exactly.

_That's not all I can do_, his own voice rang through his mind.

"Victor, stop it!" Charles ordered.

Victor shifted back to his original appearance.

"I'm a wizard, Professor," he said. "There is almost _nothing_ I can't do."

His hands began to glow a soft blue. The air around him pushed together. It snapped back and Victor was gone.

* * *

Ororo and Kurt waited on the steps for the others. She was wearing a long, silky black dress with thin straps and a small purse on a similar thin strap on her shoulder. Kurt had his image inducer tuned to rid him of blue and added a few extra fingers. He wore a sleek black tux.

"You look beautiful," he said to her.

"Thank you, Kurt. But I like you better blue."

Kurt blushed an odd blue color.

"Your image inducer doesn't change everything," Ororo laughed.

Jean, in a green dress, and Scott, in a matching tux with a pencil tie, came out next. Where Ororo's hair was pulled into a glamorous up-do by Betsy, Jean allowed her hair to flow all the way down her back in wavy locks.

"I like your dress, Ro," Jean remarked.

"Not as much as I like yours."

Kurt and Scott rolled their eyes.

Betsy had dragged Hank out of the lab and into a suit. She wore a purple mandarin gown that stopped at her knees and hugged her body. Warren, who was actually going with Ororo, came out in his tux that matched the other guys with Kitty who was wearing a blue dress that looked like it was made out of air.

"Is this everyone?" Warren asked.

"We're waiting on Emma," Jean told him.

"We'll be late waiting on her," Kitty moaned.

After five more minutes waiting on Emma, she came out in a white dress that had a plunging neckline and no back. Her hair hung down like Jean's. On her arm was a suited up Victor.

"We can go now," Emma announced, walking down the steps in her silver stilettos.

* * *

Each group had their own car as promised.

The block the Hellfire Club resided was packed. Searchlight slid back and forth and the door to the mansion was thrown wide open. Several big men in masks stood sentient at the door. One checked names off the list.

The small group of X-Men pulled their cars up to the valets. They walked up to the door. In front was Emma and Victor.

"I'm glad you invited me," Victor whispered.

"Well, it was between you and Bobby, so I chose the lesser of two evils."

"Names?" the big man with the clipboard asked in his rumbling voice.

"Emma Frost and guest," Emma said.

The man scanned the list. "Go in." He scratched off her name.

Victor had to catch his breath when they got inside. Xavier's was more homey and warm. This mansion was elegant and glamorous. The white marble floors sparkled under their feet, the banisters on the staircase was polished so much, it looked like glass. A chandelier sparkled above with magnificent crystals. Sculptures that wouldn't be out of place in a Greek exhibit at the museum lined the walls.

"Wow," he muttered, looking up.

"Come, we're supposed to be in the ballroom."

They walked down a beautifully decorated corridor with the other X-Men behind them.

The ballroom was a large rectangular room with several round white tables around the room. The ceiling was glass, showing the stars twinkle above. Most of the guests were dancing on the black and white tiled marble in the center of the room. A long table sat at the end of the hall. Four teenagers sat there. One girl with long black hair and three boys. The girl and two boys were wearing black. The last boy was wearing a white tux. Another boy and girl in black stood behind them.

_Let's start telepathic conversation,_ Betsy thought.

_Ahead of us, I think that's the Inner Circle,_ Scott told them.

_Let's introduce ourselves,_ Emma added.

She steered Victor around the room to the table.

"Hello, I'm Emma Frost of the New York Frosts and this is Victor Darkwood of the London Darkwoods."

"How do you do?" the girl in black smiled. "I'm Selene, this is my boyfriend, Sebastian, and our friends, Harry Leland and Donald Pierce. Please enjoy our ball."

Emma thought, _Dance with me._ They maneuvered around the room in a perfect waltz.

_I got a headache from that Selene,_ Victor thought back.

_What do you mean?_

_I can absorb the genetic material of anyone I'm around. There was some feedback from her._

_There is something wrong with her._ Jean and Scott danced beside them.

_And Pierce is here, _thought Scott. _Telepaths, scan for Illyana. Also, scan the Inner Circle's minds._

_We already tried._ Betsy was moving in circles with Hank. _The entire place is shielded._

_The others better be doing better, _Kitty thought.

When the song changed, they all sat at one of the tables. They began conversations to avoid suspicion, but the standing girl with black hair still walked over to them.

"Misses Frost, Grey, and Braddock and Misters Worthington and Wagner, please follow me," she said. "The Inner Circle will like to discuss your future with the club."

_Wait for us, _Jean thought.

They slid up from the table and followed the girl across the room down a corridor. Victor looked over the the Inner Circle's table and they all were gone.

"I don't like this," he said.

"I'm calling the others," Scott agreed, pulling out a silver cell phone.

The party continued, but the X-Men grew antsy as each second ticked by without anything from their friends.

"I lost connection," Victor announced.

"What?" asked Kitty.

"I had telepathic connection with Emma. It's gone now."

"There's a surge in the air," said Ororo. "I can feel it. Something's not right."

"X-Men, it's time."

They ran to the corridor and two large bodies blocked their path.

"Going somewhere?" the man from outside asked.

Ororo's eyes sparked with energy, fading to white light as she prepared to hurl a bolt of lightning.

"_Toad_," Victor said. The air around the guards squeezed in on them. When it snapped back, two horned toads sat on the floor.

"How did you?" Scott began to ask.

"Never mind. We have to find the others." Victor sprinted down the dark corridor.

The others followed, but Kitty looked back and noticed the guests were still dancing.

When they got to a fork in the hall, everyone, including Scott, looked to Victor.

"Which way, Scott?" Victor asked.

"Me?"

"Yeah. You're the leader. Which way?"

A something tugged in the pit of his stomach.

"Right," he said.

They ran down the right branch that ended at a pair of wooden doors with a giant fiery bird on it. Hank kicked in the door.

The room on the other side had five stone tables with their five friends lying on them. The Inner Circle stood behind them, their servants stood with their backs against the wall. A new guy was muttering something with his hands in the air.

"Oh, looks like their friends have come to join the party," Sebastian said.

"Looks like we'll have some fun while Mastermind does his work," Selene added.

The servants charged at the X-Men. Scott screamed in pain. The girl with the black hair had her fingers pressed to her temples.

"Scott," Jean moaned in her sleep.

Kitty tried to phase through the boy in the black suit, but he managed to punch her in the face. His jaw unhinged and his teeth grew into sharp fangs. Victor punched him, causing his grip on Kitty to slacken.

Hank charged at Mastermind.

"Harry," Selene instructed.

Harry lifted his hand and Hank dropped like a rock. He screamed in pain as the weight of the world fell on top of him.

Ororo took to the air and summoned electrical currents to her hand. She shot it at Harry, Sebastian, and Selene, striking only the two boys. Sebastian flew through the wall into another room lit only by nine pods with nine children floating in them.

"Illyana," Victor said.

The floor exploded from the massive fist sticking out of it. Peter pulled himself out and was followed by Logan, Bobby, Sean, and Shiro.

"Mastermind?" Selene asked.

"Finished," Mastermind said, falling to his knees.

"Rise, Inner Circle."

Their friends on the tables lifted under her spell.

"White Queen, White Knight, take care of the weather witch."

Emma and Betsy slid off their tables. Ororo fell to the ground from their combined telepathic attack.

"Black Knight, White King, take out the others. Black Rook, come with me. We need to awaken our other members."

Selene and Kurt walked through the hole to Sebastian.

Jean and Warren flew into the air and began attacking Peter, Logan, Shiro, and Sean.

_Scott Summers,_ a voice rang through the pain.

"What?" he asked.

_Don't talk out loud. I'm going to move to your left. When I get there, I'll allow you to shoot a beam behind me. If I aim it right, it'll hit Leland._

The pain eased, but Scott's vocal chords still vibrated with screams. He opened his eyes and saw the telepathic girl wink.

_Tessa? _he asked. _How do I know that?_

_A mind link works both ways. You can call me Sage. I know Professor Xavier._

Sage shuffled to the left, Scott followed her.

_Now!_

Scott lifted his glasses and his full energy shot over Sage's shoulder, hitting Harry in the face. Hank rose to his feet.

_Good, _Sage said. _Eli will be harder._

_What about Jean?_

_She's trapped in Mastermind's illusion._

_How do we snap them out?_

In answer to his question, Sage reached out to Hank. He flew into the air and pounced on top of Mastermind. The attacking X-Men shook the illusions out of their eyes.

Eli was still fighting Victor and Kitty. A massive finger tapped his shoulder. Eli turned around to see Peter pull his fist back.

"_Alloy_," Victor whispered.

Peter's metal skin sparkled in the limited light even more. His fist collided with Eli's face, odd tendrils of smoke rose from the collision.

_Your friend,_ Sage thought, remembering Kurt.

The X-Men ran into the other room. Selene was holding Kurt by his neck. Gold energy swirled into her.

"_Bamf!_" Victor called.

Kurt disappeared in his puff of smoke.

"Beast, Shadowcat, get the kids!" Scott ordered. Hank and Kitty raced over to the consoles. "Emma, make sure they're not brainwashed."

"You can't beat us," Selene said. Sebastian and Donald walked into the room.

"Cyke, there's something about Pierce," Logan warned.

"I know, he's a cyborg."

"Naw. He's a Sentinel."

Pierce laughed. His eyes glowed red and a beam of light shot from them, scattering the X-Men.

Scott shot his own beam at Pierce who flew into the air with rockets in his feet. Jean and Betsy tried to use telepathy against Selene, but the vampiric mutant's mind was slippery. But the worst fight was the one everyone else was waging against Sebastian. Each time one of them would hit him, he'd hit five times stronger.

"He absorbs kinetic energy," Victor told them after sliding away from the mutant's swipe.

"What are we going to do?" Ororo asked.

Victor looked over at Selene.

"Get me close to him," he said.

Ororo flew into the air, her eyes glowing white. The wind started picking up in the room. Her dress flapped around her body faster and faster. She focused the currents into a tunnel aimed at Sebastian. He tried to walk in the wind tunnel, but he move in place. His power was at a standstill.

Victor ran around behind Sebastian. Sebastian turned around, still walking backwards, and swiped at Victor. He hit him in the jaw, but the blow that should've sent him flying caused his muscles to grow, popping a few seams in his suit.

"I'm full of surprises," Victor smirked.

He dodged another of Sebastian's blows and placed his hand on Sebastian's hairy chest. Gold energy swirled from Sebastian into Victor. The mutant's muscles deflated and he seemed to get younger as his power left. Victor removed his hand and Sebastian fell to the ground.

Ororo turned off her wind and landed beside him.

"Vic, you okay?" she asked.

He nodded. When he looked up, his eyes were completely black.

"Selene now," he said, his mouth producing two voices.

"How? She's too powerful."

Victor looked at Pierce.

"_Sentinel Override_," he said.

Sparks flew out of Pierce's head. He looked at Selene.

"Mutant threat detected," he muttered.

Beams shot from his hands and eyes at Selene. She flew into the console where Hank and Kitty were pushing random buttons. They dove out of the way and she hit the machine. The blue liquid drained from the pods and the glass slid open. Peter rushed forward and grabbed his sister, a small girl with blonde hair.

"Pe-Piotr," she moaned.

"I am here, Little Snowflake," he whispered in Russian.

"Peter, I have something to tell you." Illyana chose English.

"What is it?"

"I'm a mutant like you."

Peter laughed, a tear pushing out of his metal eyes.

* * *

"I'm proud of you, my X-Men," Charles said during their meeting in the Common Room. All the students were sitting around him including a few new ones. Moira stood to his side and Logan leaned against the wall on the other side. "You have proven yourselves heroes time and time again. Especially you, Peter. It would've been too easy for you to pulverize the Hellfire Club, but you didn't, making you a good X-Man and a great brother. Donald Pierce, Sebastian Shaw, and Harold Leland have been turned over to the authorities. Unfortunately, Selene and her assistant, Elphias Bard, have escaped. It warms my heart when I see more students come back. I welcome you all to stay unless you feel you're needed elsewhere."

No one moved. Charles looked over at Sage with the new mutants. The Native American girl and the blond boy stole glances at each other. The Brazilian boy was staring at one of the blonde girls. He looked at the new students. Sean and his sister, Theresa, sat beside Veronica Darkwood. Illyana constantly smiled at Kitty who was holding Peter's hand.

"I think we're going to need more bedrooms, Moira," he laughed.

* * *

Emma prepared her room for the roommate that was forced upon her. She took her clothes out of the second closet and folded them into the dresser on her half of the room.

A knock rang from the door.

"It's about time," she breathed opening the door. She was shocked to find it was Victor leaning against the door frame. "What do you want?"

"I want to talk to you." He pushed off the frame and walked into the room.

"About what?"

"About us."

She gave him a polite smile.

"There is no us. That was a one time thing."

"You know what I can do, Emma. I know what's really going on in your head."

"That's against Xavier's rules." She furiously threw a bra into the drawer, obviously angry that she was on the receiving end of telepathic intrusion.

"I'm not reading your mind. You, unintentionally, made a mind-link."

"A what?"

"When a telepath has deep _positive_ emotions for someone, they form a bond that spans over galaxies. They usually just appear. Jean shares one with Scott, Betsy with Warren, even Professor Xavier has one with Moira."

"And how do you know all this?"

"Magic."

"Please. There's no such thing as magic."

"Yes there is. That's my mutation. That and genetic shape-shifting."

Emma stopped folding in annoyance. "Why are you here, Victor?" She turned around and his lips connected with hers. Static surged at their skin contact.

The door opened and they pulled apart. Sage, Emma's roommate smiled as Victor walked past her.

* * *

Emma and my OC, Victor Darkwood, are an item now.

Next Chapter: Magneto's plot is finally revealed.

Be prepared for more of the Brotherhood.


	11. Onslaught

"I would like to apologize to the mutant community," Senator Kelly said during a press conference covered by the news. "I had no idea what Bolivar Trask had in mind. Genosha, now ruled by a mutant, has been reformed. I would like to announce that I am dropping out of the race. Thank you."

He stepped down and walked away with his wife despite the dozens of reporters hands that jumped into the air.

The TV flicked off.

Evangeline Whedon was sitting on the sofa beside Moira and Charles.

"That doesn't mean there won' be anti-mutant hysteria," Moira mused.

"Exactly," agreed Evangeline. "And, there's still Magneto to worry about."

"Erik is proving his ability to hide is stronger than mine to seek," nodded Charles. "I believe we'll just have to wait to see what he's planning."

"Maybe he's just gone," Moira suggested.

Evangeline shook her head. "There's too much at stake where Magneto is concerned. Speaking of which, how are your students?"

"Fine, they're all fine."

"That's good news. If anyone finds out you're holding young mutants, you can bet you'll be getting some protests at your gate."

With that, Evangeline stood and walked out, calling "Ta-ta" behind her.

* * *

Anna flew through the air. She enjoyed the fresh wind on her face. It made most of the voices go away. But the more she flew, the more she felt she shouldn't be with the Brotherhood.

_Go to the X-Men,_ one of the voices said.

_Why? _she thought back.

_Because you're not evil._

_No one's evil or good. Those are just words we use to make ourselves feel better._

_No, it's not. You _are_ good. Don't stay here._

_But you still won't go away. Who are you?_

_I—I can't tell you. Our offer still stands. We'll leave when you find out who we are._

_But Ah remember your voice. Where do Ah remember you from? Ah got it! Dr. Kellogg._

A whooshing sound signaled Dr. Kellogg leaving her mind. Anna almost fell out of the sky when full knowledge of medicine flooded into her mind. Dr. Kellogg was her doctor when her mutation came in.

_Rogue! _a new voice screamed. It was Quentin.

_What?_

_Magneto wants us all in his Throne Room. We have a new assignment._

* * *

Madison finished his work on Magneto's machine. A gun cocks behind his head.

"You don't need that," he said. "I'll tell you what it does."

Mystique moved into the light. She lifted the gun to the air.

"You've got five seconds."

"I don't know how he's going to use it, but it's a mental teleporter."

"What does that mean?"

"Magneto's mind could be anywhere or in anyone in a matter of seconds."

She let that roll in her mind.

"So, he can control anyone?"

"Basically."

"How does he use it?"

"There's a helmet that runs straight down into his throne room.

Mystique moved to leave.

"That's not all!" Madison called. "With his modifications, he can also scatter a target's mind"

Mystique disappeared in the darkness.

"You're welcome."

BANG!

A bullet pierced his back. Madison fell to the floor, blood pumped from the bullet hole.

* * *

Remy followed John and Fred into the throne room.

"Did he say what dis was about, Homme?" he asked.

"Naw," Fred answered.

"We're just supposed to come to the throne room, mate," John added.

When they burst through the door, they found a helmet hanging over Magneto's throne. Mystique and Sabretooth were standing beside the throne. Pietro had his arm wrapped around Wanda's shoulder. Mortimer and Quentin were standing in front of the door. Anna was far away from everyone with her leg propped up on the wall behind her. Remy wanted to join her, but decided it was best if he didn't.

The wall behind the throne slid open and Magneto walked in. Three camera floated behind him.

"Good morning, United Nations," he said to the camera in from of him. "You treat mutants as a joke. You enslaved us and killed us and when your backs are against the wall, you slap the hands of the guilty party. But I'm here to tell you everything is _not_ okay. History is in constant repetition. Though the holocaust was over, I was still separated from my parents and enslaved for what I was. Under your rule, the world has only gotten worse. It's time for a new age. It's time for Homo Superior to reign supreme."

He sat on his throne.

"Mystique."

The two mutants walked over. Mystique lowered the helmet onto his head and slapped shut the clamps around his wrists and ankles.

_My dear Homo Sapiens, I want you to see the true might of Magneto. _His voice didn't hit everyone's ears, but their minds.

The machine upstairs whirred to life, sending bright flashes of purple light down to the helmet. Magneto clenched his teeth as a hundred bolts of pure energy surged through every vein in his body.

His mind flew through the tubes and shot into the air.

Mystique ran over to a small console beside Anna. She pushed a button and TVs everywhere switched to the Statue of Liberty. Sabretooth was shooting all the footage from Ellis Island.

The air around the statue swirled until an opaque Magneto appeared. Screams of tourists could be heard in the distance.

"They call America the land of the free and the home of the brave," Magneto's voice shook the world. "But you're no better than the rest of them."

He lifted his hand and Liberty's head began to disintegrate into tiny pieces of metal that swirled like a million bugs. Then, the bits reformed into a statue of Magneto.

* * *

Charles raced to Cerebro with all of the telepaths behind him.

"Professor, do you think this is wise?" Jean asked, racing behind his motorized wheelchair.

"I believe there is nothing more I can teach you," Charles answered. "You are all powerful telepaths. Whatever else you need to learn comes from your own exploration. Magneto was a being of psychic energy. How he became that way is a mystery to me, but it's our duty to protect the world from him. Your powers combined with mine will be the greatest psychic feat in the universe."

"What are we going to do?" Betsy asked.

"Whatever we have to." A blue light scanned the entire form of the six of them.

The door to the infamous Cerebro opened. The room was round with thin metal panels for the walls. In the center of the room was a clear plastic helmet with a dozen clear cords leading up to the ceiling where a large white orb illuminated the room.

"Cerebro, Xavier plus five," Charles projected.

Five identical helmets fell from the ceiling around the one in the center. Charles wheeled underneath the center helmet.

"Put the helmets on and stand completely still," he told them, lowering the one above him onto his head.

The young telepaths did the same, facing their professor with worried expressions.

"Cerebro, on."

Their minds shot through the tubes and out into the air. Their forms were vaguely visible to each other.

_To the Statue, my students_, Charles's mind vibrated.

The "flew" toward the mental Magneto.

_Ah, Charles, _he said, noting their arrival. _Come to enjoy the show?_

_I'm here to stop you, Erik!_

_And you brought your students. Do you think you all are enough to stop me?_

_More than enough._

Magneto laughed. A purple wall of telepathic energy wrapped around Charles and Erik, blocking out the others. They pounded on the "wall" to no avail.

_We can't get in,_ Victor thought.

Inside the wall, Magneto and Charles circled each other.

_You're in my realm, Erik. You don't stand a chance._

_Who said I wanted to fight?_

Magneto flew like a torpedo at Charles. Before he could move, Magneto fused with Charles. Charles began to fight with the mutant inside of him.

_Feel that Charles?_ Magneto asked. _We're becoming one._

_Erik, what have you done? This could rip our minds apart!_

Charles tried to fight the assimilation Magneto was trying to force, but the master of magnetism proved too much. They screamed in pain together. The wall shattered in brilliant purple light.

When the light faded away, a massive man in a red suit floated beside the statue of Magneto. A blue helmet that covered his entire face materialized around his head.

_What are you?_ Betsy asked.

"My students," an amalgam of Charles and Magneto's voices boomed from the helmet. " I am Onslaught! And you are expelled."

It rose its hand and a wave of purple energy vibrated through the air to the telepaths.

_Get back to the mansion!_ Jean screamed, swimming at the speed of thought back to her body. Her friends followed with the wave close behind.

They reentered their bodies, but all the voices they try to tune out disappeared.

"What happened?" Sage asked, pulling her helmet off.

Jean walked over to Charles. He was still unconscious.

"All telepathy in the world has been shut down," she told them.

"But, the Professor—" Betsy tried to make sense of the situation.

"The Professor's gone," Victor told them. "He was a part of that thing with Magneto."

"My powers," Emma slid down onto the floor.

Victor rushed over to his girlfriend.

"We're going to get through this," he told her.

Sage looked at Betsy and Jean. They nodded.

"Emma, I have to tell you something," she said, walking over to the depowered telepath. "You're not just telepathic."

"What are you talking about?" Victor asked. "If she had another power, I'd be the first to know."

"Then you feel that small buzz in the back of your head."

"Yeah, so. I feel that with a lot of people here."

"Because most of us have secondary mutations."

"What?"

Jean took it upon herself to answer.

"Secondary mutations occur in very few mutants. It's when a mutant with one power develops another that's almost entirely different. The Professor thought my telepathy was one with my telekinesis, but pushing a mind's like pushing a rock. These new mutations have to be awakened. Most of the time, it happens on its own when a mutant's in emotional or physical danger."

"I can unlock yours, Emma," Sage said.

Emma looked up. Her waterproof mascara proved to be not as waterproof as advertised.

"Do it," she said.

"We don't know what it is, Em," Victor tried to protest. "It could be something dangerous or it could change who you are."

"I don't care. Do it, Sage."

Sage closed her eyes and placed her index fingers half an inch from Emma's temples. A static charge shot through Emma's body and she screamed in pain. Her muscles stiffened as if she were going through rigor mortis. Her skin began to harden and the light bounced oddly on it. Emma's screams died, but her pale color washed away. Sage lowered her fingers. Sitting on the floor was a diamond model of Emma. She looked over at Victor.

"What is it?" she asked.

"Emma, you're, you're—" he was at a lost for words.

"Looks like Emma Frost is finally perfect," Betsy joked.

Emma lifted her hands in front of her face and saw the small rainbows around her body.

* * *

Anna covered her mouth with her hand as the Brotherhood watched what their leader's plans led them. Magneto was now unstoppable.

"Get to the plane," Mystique ordered. "We have to go to Genosha."

Anna reluctantly moved to walk behind her teammates, but Mystique put a hand on her shoulder.

"Anna, when I tell you to, I need you to get to Magneto's secret room upstairs and destroy the machine."

"What machine?"

"It's the machine keeping Magneto and Xavier melded together. Destroy it, but only when I tell you."

Anna had her reservations, but she agreed anyway.

* * *

The Avengers and the Fantastic Four flew to the Statue of Magneto. They weren't alone. Several other heroes flew with them to defend their country and their planet.

Hawkeye shot arrow after arrow, Bucky relayed bullet after bullet, and Captain America threw his shield only to have them soar through the giant creature. Wasp, Iron Man, and Human Torch shot all they had at it, but their beams just bounced off its suit and did more damage to the city. Giant Man and She-Hulk took to trying to pin Onslaught down.

It laughed.

"Nothing you 'heroes' can do will stop me!" It waved his hand and all the heroes fighting were knocked out. "Now, to continue my world domination."

It swooped out its hand and scooped up Sabretooth. They teleported from New York to France. Onslaught folded the Eiffel Tower into a Charles Xavier statue of metal beams and rivets. Sabretooth continued to film.

Onslaught lifted the Great Wall and took it to Egypt.

"The first sign of mutant labor," it said, before breaking down each stone and flew further south.

* * *

Cecilia Reyes watched from her home on the hill at her new, thriving nation. She didn't know about Onslaught's rampage because television was the furthest thing from her mind. The mutants of her nation were still trying to repair themselves.

A thin Asian woman walked into the room.

"Ms. Reyes?" she asked.

"Yes, Suzanne?"

"Scanner detects an unidentified aircraft in our airspace."

"Have the Shield Squad put barriers up."

"I did, ma'am, but whatever it is, it dissolved the barriers. Vance Astrovik is in the hospital."

"Then, I guess it's time to shoot it out of the sky."

Suzanne became quiet. Cecilia looked around.

"What is it?"

"The thing absorbed everything we threw at it."

The ceiling of the house crashed in. Onslaught shrank a few feet to fit inside. Sabretooth landed beside Suzanne. He lowered his camera.

"Hello," it said. "I am here to claim what is rightfully mine."

* * *

Please Review!

Next: It all comes down to this. The Battle of Genosha is on and the world will never be the same.


	12. Battle of Genosha

Moira stood in front of all her students and Logan in the Common Room. She cleared her throat over the chatter.

"Dr. Kinross, what are we supposed to do?" Sean asked.

"What really happened to the Professor?" Dani questioned.

"How are we going to stop whatever that thing is?" the blonde girl beside her, Amara, added.

"Is the school going to stay open?" Bobby asked.

"ENOUGH!" Moira exclaimed. "Charles's mind has been removed from his body. Magneto meld his mind with Charles's and they became Onslaught. It's up to ye, _all of ye_, te go te Genosha and bring our Professor back. I'm stayin' here with Illyana, Shan, Theresa, Doug, and Rahne te watch over Charles's body.

"What about Betsy?" Warren asked.

"I can still use my psionic blades," Betsy answered.

"Hank, I know ye want to stay, but I need ye te go for medical needs. Good luck, X-Men."

Logan led the students, dressed in their uniforms, down to the basement.

"Got a few surprises for you," he said, walking down to the unfinished end.

He tapped the wall beside the last door with his fist and the door slid open, revealing a hangar with a beautiful aircraft. It was sleek and black with a thin nose and four thin wings.

"The Blackbird," Logan announced. "Charles has been waiting to show this off."

The ramp onto the jet lowered and Evangeline, in a black spandex suit, walked out of the plane.

"Ready to board?" she asked.

* * *

The students strapped into the jet with no seat to spare. All of the couples, including Betsy and Warren, kissed or held hands while friends and relatives gave each other nods or worried looks. Logan and Evangeline strapped into the cockpit. They flicked switches and pulled levers. Logan pulled a small bag with tiny black devices inside. He passed one to Evangeline and they both put one in their ears.

"Slim, pass these around," he said, passing the bag back. Scott took one out and passed the bag to Jean. "Put 'em in your ears."

Once everyone had their earpieces in and on, Logan flipped one last switch and the ceiling above slid open. Snow fell onto the jet. The thrusters underneath fired up and the jet shot up into the sky. The X-Men had only a few seconds to look out the black tinted windows to see that they were leaving their home from the new basketball court.

In a matter of seconds, Africa spanned beneath them. Ororo felt a twinge in her gut.

"Slim, you're the leader, give us orders," Logan called back.

"I thought you were going to do that." Scott sounded scared.

"Scott the Professor wanted you to do it," Jean told him.

"What are we supposed to do, Cyclops?" Warren asked.

Scott looked around. Everyone's eyes were on him.

"I need two squads. One will be fliers and ranged shooters," he ordered. "The second squad will ride in from the bay as a second wave. We attack the main house. Logan, first hover a few hundred feet over the courtyard to let out the fliers and then land at the bay. Do we have any ATVs?"

"A couple are always stashed in the back," Logan answered.

"Good. Second squad, take those. First squad, shoot whatever Brotherhood members are out there. Knock them out. Kurt, Warren, patrol the perimeter and try to get as many innocent mutants out of the way."

"We're here," Logan announced. They looked out the windows and saw a good chunk of the island wrapped with the Great Wall.

"Ms. Whedon, what can you do?" Scott asked.

Evangeline slid out of her seat. She pulled out a small knife.

"Just watch, Darling," she said, lowering the ramp. The wind rushed in, blowing everything around.

Jean wrapped her arms under Scott's arms.

Evangeline slit her hand, the blood dripping onto the floor, and dove out of the plane. She twisted and jerked. Her body elongated, her suit flaked away revealing scales, her black hair flowed longer behind her and her face, sprouting the same blue scales as her body, stretched out into a fanged snout. In two seconds, Evangeline became a serpentine dragon, swimming through the air. She turned around to the others.

"Are you coming or what?"

She slithered away as Jean and Scott jumped out of the jet, Jean's telekinesis wrapping around the both of them. Following them was Ororo, charging the air with lightning, Bobby, on a slide made of ice, Veronica sliding behind him, Victor, carrying a bow-laden Dani, Warren, pulling out his bat, Sean, humming for flight, Shiro, Amara, floating on a slide like Bobby's but made of semi-solidified lava, Sam, and Berto, leaving trails of fiery energy behind them.

Scott spotted the Brotherhood. He flicked on his earpiece.

"Alpha Squad, fire!" he ordered, shooting a directed beam at Pietro.

Instantly following his shot, was several blasts of fire and magma and ice, a barrage of glowing arrows, and lightning. The Brotherhood below scattered and tried to fire back. Wanda shot her red bolts, Mort lashed his tongue out, and Remy and John threw cards that exploded and balls of fire.

"Pyrokinetics, stay away from Pyro!" Scott ordered.

Jean released her grip a few feet from the ground. His feet touched the ground. He rolled with the speed and popped back up to shoot more beams, but the Genoshans were in the way. Dani and Veronica landed beside him. Evangeline slithered above them, shooting fire from her mouth.

"People of Genosha, we're here to help you!" Scott exclaimed. "Please evacuate the courtyard!"

A girl with fiery red hair stepped forward.

"We can't move," she said. "We're pawns of Onslaught."

"X-Men! Knock out the Genoshans!" Scott screamed. "They're being controlled by Onslaught!"

The hands of the girl who stepped up burst into flames before her whole body was encased. She threw a fiery blast at Scott, but no heat touched his body. Jean landed in front of him and held a shield, blocking all the fire.

"Scott, what's the plan?" she asked.

Dani and Veronica looked to him. He looked up and saw that the Brotherhood's attacks were hitting their marks. Berto fell from the sky after a red blot hit him in the chest. He was followed by Sean, but no attack hit him. Scott looked back at the Brotherhood and noticed two things: One, Anna wasn't fighting. Two, Quentin still had telepathy.

"Veronica, can you generate a sleep cloud or something?" he asked.

"I haven't tried," she answered. "All I can do is make people sick."

"Sickness at the Brotherhood," he ordered. "Mirage, shoot as many of those things at the Genoshans."

The girls nodded.

Two of the Genoshans, a brother and a sister, flew into the air. When their hands touched, a bright light flashed, dropping Ororo and Sam.

Ororo shook her head and the winds picked her back up into the air.

"Storm," Scott's voice rang in her ears. "Get us some clean air down here."

"Got it!"

The wind whipped around the four of them on the ground. The strained sweat on Jean's forehead blew away. A green cloud curled from Veronica's hands twisted through the crowd toward the Brotherhood. Dani's multicolored arrows shot and hit the attacking Genoshans.

The hum of ATVs ripped through the screams and the ground forces arrived.

"Shadowcat, Nightcrawler, Psylocke, get the unconscious Genoshans to Beast," Scott ordered. "Wolverine, Emma, Colossus, clear a path."

The seven of them nodded and ran toward the rampaging citizens. Hank pushed a button on his ATV and it unfolded into a medical center.

"Vic, Evangeline, Marvel Girl," Scott called. "You guys get into the house."

"I have to protect you," Jean protested.

"Just go. I have a plan. Magma, get down here."

While the muscles pummeled through the crowd and Jean, Victor and Evangeline followed, Amara landed beside Scott.

"I need a wall of rock," Scott told her.

"I can't do that," Amara tried to refuse.

"Yes, you can. Earth is just cooled lava. Focus, I believe in you."

Amara, unsure of herself, stepped in between Scott and the mutants attacking them. She took a deep breath and concentrated hard on making the ground move. A soft rumble vibrated at their feet.

"Concentrate, Magma!" Scott called, shooting the fiery girl from before as she tried to throw fire at Amara.

She focus harder. The whole island shook that time. Hole appeared in her shirt and pants and smoke rose out. She pushed harder. Small flames shot from her skin. Harder. Her hair began to rise, flickering like small flames. Harder. A wall of rock shot up from the ground. Scott smiled at Amara's strength, but his smile faded when he saw her body was composed of molten rock. After a short breath, she fell to the ground, her body returning normal and nude.

"Beast, give some attention to Magma," Scott called back.

He looked back at the wall. Instead of just being a wall, Amara created a set of steps that led up to a thin ledge to shoot from.

"Mirage, Veronica, let's get up there!" he ordered running up the steps.

* * *

Onslaught sat on a massive throne of pyramid stone that took up a quarter of the room. Chained to the floor in front of him was Senator Kelly.

"I didn't know what Trask was planning!" Kelly tried to plead.

Onslaught's massive hand shot up to silence him.

"There is a war going on outside, Senator, because of you," it said in Charles and Magneto's voices.

The door blew open. Mystique ran inside.

"Onslaught, there's a problem," she said.

"What is it?"

"The X-Men have more people than we thought. They're also more powerful. Even more powerful than the Genoshans."

"Then your Brotherhood will become more powerful."

Onslaught waved his hand and a ripple shot through the air. Mystique's skin shimmered, but nothing different happened. Sabretooth, on the other hand, became more feral. His fangs and claws were sharper and his eyes slit into cat's eyes.

Outside, something similar happened to Mort. His feet busted out his shoes and his fingers and toes seamed together into webbed hands and feet. His eyes darkened and his tongue became greener and longer. But the most shocking was what happened to Quentin. His body disappeared in a flash of light and standing there was his shape of pure red energy.

"_What happened to me?_" he asked, his voice sounding echoed as if he were in astral form, which he assumed he was.

"We can't worry about dat now, Homme," Remy said, looking back at the stone wall. He wished he could charge it from where he was standing.

A chunk of it blew up in his purple energy. Remy's eyes widened in surprise.

The voices in Anna's head grew and she screamed in pain. She could feel the sky and she was both freezing cold and blazing hot. Her skin turned blue and a strip of her hair faded pure white. More voices coupled with the ones she always heard, rocks began floating around her, and her eyes burned. She was becoming a monster. And there was no way to stop it.

* * *

Evangeline swirled through the halls behind Victor, Jean brought up the rear. Their plan: get Victor as close to Onslaught as possible.

Victor stopped.

"What is it?" Evangeline asked.

"I feel...different," he said. "But the same. My DNA is being fed back to me."

"Sorry about that," a mirror image of Victor said, walking through an opening in the wall. "Have you met my pet?"

Sabretooth stepped in behind Victor number two.

"Vic, can't you like say some words or something?" Jean asked.

"No," he answered. "My spells are inactive. I think Onslaught did it."

"Mine aren't," Victor two said. "_Down Kitty_."

Sabretooth fell, unconscious. The second Victor shifted into Mystique.

"Why are you helping us?" Evangeline asked.

"Onslaught needs to be stopped," Mystique answered. "I need my Anna to do so."

"Evangeline, take Mystique to Anna," Jean ordered. "Get Peter to go wherever she goes. Victor, we need to get to Onslaught."

Evangeline and Mystique retreated through the door behind them and Victor and Jean ran in the opposite way.

They came to Onslaught's room, Senator Kelly was still alive, but unconscious and chained to the floor.

"Ah, my students," Onslaught said greeted. "How's life without telepathy?"

"I didn't always have it," Jean responded.

Victor focused on the DNA of the monster. His eyebrows knitted into worry.

"There's no DNA," he said. "No genes. There's nothing of the Professor _or_ Magneto except their powers."

Onslaught laughed. "It's good to know Xavier taught his students well."

"What are you?" Jean asked.

"I am everything that's evil in Xavier and Magneto."

"Bullshit," Victor accused. "The Professor didn't have evil."

"Oh, yes he did. Every time a Homo Sapien didn't accept a young mutant, every time a mutant killed himself because of what he was, Xavier fed me, nursed me, helped me grow. Charles Xavier pushed all the evil to the back of his mind. Magneto just helped me run free. But I can't allow the same to happen to you."

He lifted his hands and purple telekinetic ropes wrapped around their bodies, pulling them back against the wall.

"You're a fucking monster!" exclaimed Jean.

"I don't think so. I'm merely giving Magneto and Xavier what they want. Magneto wants to rule, and Xavier wants to co-exist. Look at it this way: I'm the thing that helps them get what they want."

"But what do you want?"

"Jean, what are you doing?"

"I'm asking a simple question. What do you want, Onslaught?"

The mental creature took time to think.

"I know what you want," Jean said. "To be real."

"You don't know anything about me," Onslaught barked.

"Take my body. You can be do a lot more with a body than without one. Use me to know what it's like to be human. If you don't like it, you can rip my body to shreds to get out."

Onslaught thought about it, but Victor continued to protest.

"ENOUGH!" Onslaught called. Everything, even the battle outside, seemed to go quiet. "I'll take your offer, Jean Grey."

Onslaught pushed himself off his throne and flew into Jean's body. She screamed in pain that shook the house. Then, everything was silent again. The telekinetic ropes fell away. Victor caught Jean on her fall to the floor.

"Jean," he said, patting her cheek.

Her eyes shot open and swirled purple. Jean laughed in Onslaught's voice.

Victor flew out of the window.

"So...much...POWER!" she yelled.

Victor flew back into view.

"You're an idiot, Onslaught," he said.

Onslaught threw her hand out and a blast of telekinesis flew at Victor, but he swiped it aside.

"I couldn't duplicate you because you had no body," Victor explained. "But now, we're on the same level. Oh, I wouldn't try to escape. I'm keeping you in her body. By the way, that empty feeling you're having, that's because Jean's mind's gone. She's in my head, now."

The air shivered, the fight below changed. All the powers Anna absorbed disappeared leaving only the strip of white hair. The fires on John's hands died and he was left with his lighter, Remy couldn't blow up anything he didn't touch, and Quentin solidified. The X-Men that were knocked out awakened and rejoined the fight.

Onslaught roared in anger and flew towards Victor. Senator Kelly's chains broke away. The two super powerful mutants fought above their two teams.

* * *

Mystique, feeling back to normal, raced with Evangeline slithering behind her to her daughter.

"It's time to go, Anna."

"How'm Ah supposed to get there?" Anna asked.

"Kurt, teleport Peter over here," Evangeline said into her earpiece.

A puff of smoke and the smell of brimstone marked Kurt and Peter's arrival. None of the Brotherhood noticed.

"Victor, Kurt needs an enhancement."

_Coming up_, Victor thought.

The air rippled, but Kurt didn't change.

"Kurt, take Peter and Anna wherever she needs to go," Evangeline instructed.

"But I," Kurt began to protest. Mystique placed a hand on his shoulder.

"Kurt, you can go wherever you want to, now," she said.

"Why am I supposed to believe you?"

"I'm—I'm your mother."

"WHAT?" both Kurt and Anna exclaimed.

"We have no time to discuss this. Go. Evangeline, help me take out the Brotherhood."

Mystique ran behind Wanda and pushed her down. Evangeline slithered back and shot a flame at Fred while flicking her tail at John, knocking him far away.

Anna grabbed Kurt and Peter's hands and they BAMFed away.

* * *

They reappeared inside Magneto's throne room. Magneto's lifeless body was still slumped in his throne. Though she just left, the place felt abandoned.

"We gotta go upstairs," she told them, walking into one of the corridors.

"You have a sister, now, Kurt," Peter told him.

"And I teleported miles away to a place I've never seen," added Kurt. "What's wrong with this day?"

They followed behind Anna.

When they reached the elevator shaft, Anna grabbed one hand from both boys and flew up.

The whirring of machines hit their ears. Blue light spilled across their faces.

"What is this place?" Peter asked.

"Ah don' know," Rogue answered. "Ah never saw this part of the facility before."

Someone groaned close to the big machine.

The three of them walked cautiously toward the sound. A bloody hand slapped next to Kurt's foot. Madison Jeffries pulled himself into the light.

"Help," he moaned.

"Who did this to you?" Anna asked.

"Ma—ma—"

"Magneto?"

"No. Mis—Mystique."

Anna examined the man's wounds.

"He's got a bullet lodged in his spine," she said.

"Anna, he just said—" Kurt tried to tell her.

"Ah know what he said. Just, find something for me to help him. Peter, right? Help me get him into the light, carefully."

With a painter's grace, Peter and Anna pulled Madison into the light of the machine. Kurt looked around for tongs or something.

"He has something around his ankle," Peter pointed at the silver cuff around Madison's ankle.

"Get it off," Anna ordered, ripping his shirt open.

Peter crushed the metal with his hand and Madison began to move.

"Please, stay still," Anna said.

"Wait," Madison told her.

Kurt walked over with large tweezers.

"_Help me, Babies_," Madison spoke. Metal and wires and glass flew into the air. They connected and meld until they became and odd device. It lowered onto Madison's back and metal straps tightened around his chest. More pieces of metal connected to the machine and attached to his legs. He pushed himself into a standing position. "Time to destroy this thing."

He held out his hands and the metal and plastic and glass of the machine broke apart, floating in the air. He closed his fists and they all crushed into a pile of junk.

"Whoa," Kurt uttered.

"We need to get out of here," Madison warned. "This place is about to blow."

They all grabbed Kurt's hands and he teleported back to Genosha.

* * *

Victor and Onslaught continued to fight above as the others fought below.

"You cannot defeat me," Onslaught said. "I am all powerful!"

Victor smiled. "No, you're not."

Something pushed out inside Onslaught's stomach. She looked down and saw a beam of purple light streamed from that push. There was another and another, each one exposing a chunk of purple light until Jean's body exploded.

Scott screamed, "NOOOO!" below. But Jean's body wasn't damaged. Victor caught her and passed her mind back into her body. He passed her on to Scott and walked to the invisible line dividing the battle. The Genoshans stopped fighting and stared at the odd, defenseless boy.

"People of Genosha!" Victor called. "I was once one of you and I know how it feels to be enslaved. But I can't imagine what it was like for you just a few moments ago. I am offering you real peace that can only come from the Xavier Institute." Immediately, people started muttering to their friends.

"Or, you can come with us," Mystique added. "The Brotherhood allows you to be who you really are."

Evangeline slithered to Victor's side. Her tail split in two and her scales flaked away, becoming human once more.

"But, you more options," she told them. "You could stay here, with your leader."

"Uh-uh," a voice from the crowd came. They split apart to show Cecilia on the ground. "I give up."

"I'll take over," Sage stepped forward. "I know more than I should about mutations. I will be glad to help you rebuild your community."

More muttering.

"We're leaving in five minutes, if you want to come along, please meet us at the bay," Victor finished.

The X-Men walked back to their jet without anyone trying to attack them. Sage and Cecilia walked to the nearly destroyed house. Mystique rounded up her Brotherhood, but someone was missing.

"Anna, aren't you coming?" she called to her daughter who was standing by herself.

Anna looked back at the X-Men.

"Ah'm sorry, Mama," she said before following her brother.

A tear ran down Mystique's cheek. It was both a sad one and a happy one. Her daughter was her enemy but her children were together now. She turned around and followed her group back to the helicopter.

Anna wasn't the only one to join the X-Men. Five Genoshans, including the girl with the fire and the male twin who blinded Ororo, piled into the cargo bay five minutes later.

* * *

Moira cried over Charles's body. He wasn't improving. His mind didn't return yet.

A soft aquamarine light flashed behind her. When she turned around, there was a beautiful woman in thin armor made of the light.

"Who the bloody hell are ye?" Moira asked.

"_My name is Lilandra_," the woman said. "_Charles Xavier sent me._"

"How did he do that?"

"_His mind touched mine and he told me to bring his body back to my world. He said he was sorry, Moira Kinross, but he will not be returning any time soon. It is up to you and Logan to take care of the X-Men. He will miss you, Moira Kinross._"

Lilandra brushed her hand over Charles's body and they both disappeared in a flash of that same aquamarine light.

* * *

Deep underneath New York, past the sewers, there's a laboratory. A tall dark man types into his computer before examining the pods lined against one of his cement walls. Inside the green goo of two of them, there were two teenagers, a boy and a girl. Above them were screens with their vital signs. Typed across the screens were Alex Summers and Lorna Dane. The computer beeped.

"Hmm. That's interesting," the man said in an icy voice as he examined the monitor.

The door blasted open. The scientist looked up. His skin was gray and he had a glowing red diamond in the middle of his forehead.

Standing in the door was a gaunt man made of stone.

"_He's back_," he said in a gravelly voice.

"Who?" the scientist asked.

A deep voice behind the stone man responded, "You know who, Sinister."

Sinister bowed before the bearer of the voice entered the room.

"Master Apocalypse."

A massive man with gray skin and blue tattoos all over his body stepped into the light.

"Rise, Sinister," Apocalypse ordered. "Ozymandias, prepare our shuttle. I believe it's time for me to reign again."

* * *

So this is the end of Cerebro Files. I thank everyone who has read it and a special thanks to everyone who have reviewed it. Don't worry, the X-Men will be back in Apocalypse so keep an eye out for that. Make sure you read New Mutants: Zero and Web-Slinger.

Please Review!


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